THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt about the contents of this Prospectus you should consult your accountant, legal or professional adviser, financial adviser or a person authorised for the purposes of the Financial Services and Markets Act 2000, as amended (FSMA) who specialises in advising on the acquisition of shares and other securities.

If you have sold or otherwise transferred all your Ordinary Shares in Greencoat UK Wind PLC (the Company), please pass this document (and the enclosed Form of Proxy) as soon as possible to the purchaser or transferee or to the stockbroker, bank or other agent through whom you made the sale or transfer for onward transmission to the purchaser or transferee. If you have sold or transferred part of your holding, please consult the stockbroker, bank or other agent through whom the sale or transfer was made immediately.

A copy of this Prospectus, which comprises a prospectus relating to the Company, prepared in accordance with the Prospectus Rules of the Financial Conduct Authority made pursuant to section 85 of FSMA, has been delivered to the Financial Conduct Authority and has been made available to the public in accordance with Rule 3.2 of the Prospectus Rules. This Prospectus constitutes a circular under the Listing Rules of the Financial Conduct Authority.

It is expected that an application will be made to the UK Listing Authority for all of the New Shares to be admitted to the Official List (premium listing) and to the London Stock Exchange for all such New Shares to be admitted to trading on the London Stock Exchange's main market for listed securities. It is expected that such admission will become effective, and that dealings in the New Shares will commence, on 30 October 2014.

The Ordinary Shares are not dealt in on any other recognised investment exchanges and no applications for the Ordinary Shares to be traded on such other exchanges have been made or are currently expected to be made.

The Company and its Directors, whose names appear on page 45 of this Prospectus, accept responsibility for the information contained in this Prospectus. To the best of the knowledge of the Company and the Directors (who have taken all reasonable care to ensure that such is the case), the information contained in this Prospectus is in accordance with the facts and does not omit anything likely to affect the import of such information.

Prospective investors should read this entire document and in particular, the matters set out under the heading "Risk Factors" on pages 18-40 of this Prospectus, when considering an investment in the Company.

Greencoat UK Wind PLC
(Incorporated in England and Wales with company number 08318092 and registered as an investment company under section 833 of the Companies Act 2006)

Target Issue of 93,457,944 New Shares pursuant to a Placing and an Offer for Subscription at an Issue Price of 107 pence per Share

Admission to listing on the Official List and trading on the London Stock Exchange's main market for listed securities

and

Notice of General Meeting

Sponsor and Bookrunner
RBC Capital Markets

Lead Manager
Winterflood Securities Limited

Investment Manager
Greencoat Capital LLP

RBC Europe Limited (trading as RBC Capital Markets) (RBC) which is authorised in the United Kingdom by the Prudential Regulation Authority and authorised and regulated in the United Kingdom by the Financial Conduct Authority and the Prudential Regulation Authority, and Winterflood Securities Limited, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, are acting exclusively for the Company and no-one else in connection with the Issue or the matters referred to in this Prospectus, will not regard any other person (whether or not a recipient of this Prospectus) as their respective client in relation to the Issue and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients or for providing advice in relation to the Issue or any transaction or arrangement referred to in this Prospectus.

This Prospectus may not be published, distributed or transmitted by means or media, directly or indirectly in whole or in part, in or into the United States. These materials do not constitute an offer to sell, or a solicitation or an offer to buy, securities in the United States or to, or for the account or benefit of any U.S. person (within the meaning of Regulation S under the U.S. Securities Act of 1933, as amended (the U.S. Securities Act) (a U.S. Person). Securities may not be offered or sold in the United States absent: (i) registration under the U.S. Securities Act; or (ii) an available exemption from registration under the U.S. Securities Act.

The Ordinary Shares offered by this Prospectus have not been and will not be registered under the U.S. Securities Act or under the applicable state securities laws of the United States and may not be offered or sold directly or indirectly in or into the United States or to or for the account or benefit of any U.S. Person. In addition, the Company has not been, and will not be, registered under the United States Investment Company Act of 1940, as amended (the U.S. Investment Company Act).

Prospective investors should consider carefully (to the extent relevant to them) the notices to residents of various countries set out on pages 156-157 of this Prospectus.

Notice of a General Meeting to be held at 9.30 a.m. on 24 October 2014 at 3 More London Riverside, London SE1 2AQ, is set out on pages 172-173 of this Prospectus.

Shareholders are requested to complete and return the enclosed Form of Proxy for use at the General Meeting. To be valid, the Form of Proxy and any power of attorney or other authority under which it is signed (or a notarially certified copy of such authority) must be received by post or (during normal business hours only) by hand at the Company's Registrars, Capita Asset Services, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU as soon as possible and in any event not later than 9.30 a.m. on 22 October 2014. Proxies may also be submitted through CREST as described herein.

SUMMARY ... 3
RISK FACTORS ... 18
IMPORTANT INFORMATION ... 41
EXPECTED TIMETABLE AND ISSUE STATISTICS ... 44
DIRECTORS, AGENTS AND ADVISERS ... 45
PART I: LETTER FROM THE CHAIRMAN ... 47
PART II: THE COMPANY ... 51
PART III: WIND ENERGY MARKET IN THE UK ... 58
PART IV: PORTFOLIO AND PIPELINE ... 73
PART V: DIRECTORS, MANAGEMENT AND ADMINISTRATION ... 81
PART VI: FINANCIAL INFORMATION ... 89
PART VII: THE ISSUE ... 95
PART VIII: TAXATION ... 100
PART IX: ADDITIONAL INFORMATION ... 103
PART X: TERMS AND CONDITIONS OF THE PLACING ... 146
PART XI: TERMS AND CONDITIONS OF THE OFFER FOR SUBSCRIPTION ... 150
NOTICES TO OVERSEAS INVESTORS ... 156
DEFINITIONS ... 158
APPLICATION FORM FOR THE OFFER FOR SUBSCRIPTION ... 169
NOTICE OF GENERAL MEETING ... 172

SUMMARY

Summaries are made up of disclosure requirements known as 'Elements'. These elements are numbered in Sections A - E (A.1 - E.7).

This summary contains all the Elements required to be included in a summary for this type of security and issuer. Because some Elements are not required to be addressed there may be gaps in the numbering sequence of the Elements.

Even though an Element may be required to be inserted into the summary because of the type of security and issuer, it is possible that no relevant information can be given regarding the Element. In this case a short description of the Element is included in the summary with the mention of 'not applicable'.

Section A – Introduction and warnings
Element	Disclosure requirement	Disclosure
A.1	Warning	This summary should be read as an introduction to the prospectus. Any decision to invest in the securities should be based on consideration of the prospectus as a whole by the investor. Where a claim relating to the information contained in a prospectus is brought before a court, the plaintiff investor might, under the national legislation of the Member States, have to bear the costs of translating such prospectus before the legal proceedings are initiated. Civil liability attaches only to those persons who have tabled the summary including any transaction thereof, but only if the summary is misleading, inaccurate or inconsistent when read together with the other parts of the prospectus or it does not provide, when read together with the other parts of the prospectus, key information in order to aid investors when considering whether to invest in such securities.
A.2	Subsequent resale of securities or final placement of securities through financial intermediaries	Not applicable. The Company is not engaging any financial intermediaries for any resale of securities or final placement of securities requiring a prospectus after publication of this document.
Section B – Issuer
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Element	Disclosure requirement	Disclosure
B.1	Legal and commercial name	The issuer's legal and commercial name is Greencoat UK Wind PLC
B.2	Domicile and legal form	The Company was incorporated in England and Wales on 4 December 2012 with registered number 08318092 as a public company with an unlimited life under the Companies Act 2006.
B.5	Group description	The Company makes its investments via a group structure which comprises the LLP and Holdco, a wholly-owned subsidiary of the LLP. The Company and the Investment Manager are the only members of the LLP. Members' decisions are taken jointly by designated representatives of each member, with the chairman of the Company having a casting vote in the event of deadlock. Both the LLP and Holdco are party to the Investment Management Agreement. Holdco invests either directly or indirectly in the SPVs which own the wind farms.

B.6	Major shareholders	As at the close of business on 24 September 2014 (the latest practicable date prior to publication of this Prospectus), the interests of the Directors and their connected persons in the share capital of the Company are as follows:
• Tim Ingram holds 160,706 Ordinary Shares.
• Shonaid Jemmett-Page and her spouse hold 23,060 Ordinary Shares.
• William Rickett and members of his family hold 37,500 Ordinary Shares.
• Dan Badger and his spouse hold 23,080 Ordinary Shares.
• Kevin McCullough holds 10,000 Ordinary Shares.
Insofar as is known to the Company, as at the close of business on 24 September 2014 (the latest practicable date prior to publication of this Prospectus) the following registered holdings representing a direct or indirect interest of three per cent. or more of the Company's issued share capital were recorded on the Company's share register:
Shareholder	Ordinary Shares currently held	Ordinary Shares currently held (%)
BIS	50,000,000	14.54
Sarasin & Partners LLP	25,469,032	7.41
Investec Wealth & Investment Limited	20,332,149	5.91
Baillie Gifford & Co Limited	18,383,421	5.35
Aberdeen Asset Management Limited	14,723,392	4.28
AXA Investment Managers Limited	10,600,000	3.08
B.7	Historical financial information	Selected historical financial information of the Group for the financial period from 4 December 2012 to 31 December 2013 and the periods from 4 December 2012 to 30 June 2013 and 1 January 2014 to 30 June 2014 is set out below. The information set out in the table below has been extracted directly without material adjustment from the audited accounts of the Group for the period from 4 December 2012 to 31 December 2013 and the unaudited half-year reports for the periods from 4 December 2012 to 30 June 2013 and 1 January 2014 to 30 June 2014.
As at 30 June 2013	As at 31 December 2013	As at 30 June 2014
Total assets (£m)	263.2	402.3
Total liabilities (£m)	0.2	51.2
Net assets (£m)	263.0	351.1
Net assets per Ordinary Share (p)	101.1	102.9
Earnings per Ordinary Share (p)	2.94	6.89
Dividend per Ordinary Share (p)	1.50	4.50

| | | There has been no significant change in the financial or trading position of the Group during the period covered by the historical financial information other than: (i) First Admission; (ii) the acquisition of investments in the Portfolio and associated draw down of £130 million under the Acquisition Facility Agreement in October and November 2013; (iii) the issue of 80,975,610 Ordinary Shares under the Company's fundraising in December 2013 and associated prepayment of £80 million of acquisition debt; (iv) the prepayment of £8 million of acquisition debt in March 2014; and (v) the acquisition of further investments in the Portfolio and associated draw down of £93 million under the Acquisition Facility Agreement in June 2014.

There has been no significant change in the financial or trading position of the Group subsequent to the period covered by the historical financial information, other than acquisition of an indirect 51.6 per cent. interest in each of Drone Hill SPV, North Rhins SPV, Sixpenny Wood SPV and Yelvertoft SPV and associated draw down of £90 million under the Acquisition Facility Agreement. |
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| B.8 | Key pro forma financial information | Not applicable. No pro forma financial information has been included in this Prospectus. |
| B.9 | Profit forecast | Not applicable. There are no profit forecasts included within this Prospectus. |
| B.10 | Description of the nature of any qualifications in the audit report on the historical financial information | Not applicable. The audit reports on the historical financial information contained within this Prospectus are not qualified. |
| B.11 | Working capital insufficiency | Not applicable. The Company believes, taking into account the existing facilities available to the Group, that the working capital available to the Group is sufficient for its present requirements, which is for at least the next 12 months from the date of this Prospectus. |
| B.34 | Investment policy | Investment objective
The Company will invest mostly in operating UK wind farms. Over a long term horizon the Company's aim is to provide investors with an annual dividend per Ordinary Share (6.16p for 2014) that increases in line with RPI inflation while preserving the capital value of its investment portfolio on a real basis through reinvestment of excess cashflow and the prudent use of portfolio leverage.

Investment policy
The Company will invest in a portfolio of wind farm projects predominantly with a capacity over 10MW. The substantial majority of the portfolio will be operating UK wind farm projects.

The Company will invest in both onshore and offshore wind farms with the amount invested in offshore wind farms being capped at 40 per cent. of Gross Asset Value calculated immediately after each investment. The Directors will ensure that the Company will only invest in an offshore wind farm where a utility company retains an equity interest for a lock-up period.

| | 100 per cent. of the equity share capital of a wind farm SPV, the Company will secure its shareholder rights through shareholders' agreements and other transaction documents.

The Company will invest in equity and associated debt instruments when making acquisitions in wind farms.

The Company will maintain or modify existing PPAs or seek to sign new PPAs between the individual wind farm SPVs in its portfolio and creditworthy UK offtakers. The Company will retain exposure to UK power prices by entering into PPAs that avoid fixing the price of power sold over the long term. The Company may enter into PPAs or hedging contracts that fix the price of electricity sold for short periods of time.

The Company intends to make investments in a wide geographical spread of projects that are situated throughout the UK and its offshore renewable energy zone. Although it is generally recognised that, at a high level, owning multiple wind farms throughout the UK and its offshore renewable energy zone offers only limited wind diversification benefits (in comparison to a more international portfolio), it does provide diversification for a number of different technical risks such as grid access, transmission networks and transformer performance. Also, each site contains a significant number of individual turbines whose performance is independent of other turbines.

The Company intends to make prudent use of leverage to finance the acquisition of investments and to preserve capital on a real basis. The Company will generally avoid raising non-recourse debt by the SPVs owning individual wind farms in order to avoid the more onerous covenants required by lenders. The Company can, following a decision of the Board, raise debt from banks and/or capital markets at the level of the Company, the LLP or Holdco. As at the date of this document, the Board expects that the total of short term acquisition financing and long term debt will be between zero and 40 per cent. of Gross Asset Value at any time, with average total debt being between 20 and 30 per cent. of Gross Asset Value in the longer term.

The Company will not seek to employ staff and will engage experienced third parties to operate the wind farms in which it owns interests.

There will not be any cross-financing between portfolio investments and the Company will not operate a common treasury function as between the Company and its investments.

Limits
Investments outside the UK, in construction projects or in non-equity or associated debt instruments will not be the initial focus of the Group and will be limited to 15 per cent. of Gross Asset Value calculated immediately after each investment.

The Company will invest in both onshore and offshore wind farms with the percentage invested in offshore wind farms being capped at 40 per cent. of Gross Asset Value calculated immediately after each investment.

Single Investment Limit:
It is the Company's intention that when any new acquisition is made, no wind farm project acquired will have an acquisition price (or, if it is an additional interest in an existing investment, the combined value of both the existing interest and the additional interest acquired) greater than 25 per cent. of Gross Asset Value immediately post-acquisition (and in no circumstances will a new acquisition exceed a maximum limit of 30 per cent. of Gross Asset Value immediately post-acquisition). |
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B.35	Borrowing limits	Aggregate Group Debt will be limited to 40 per cent. of Gross Asset Value calculated immediately after such latest amount of Aggregate Group Debt has been drawn down. The Company will have £225 million in third party debt immediately prior to Admission (representing 38 per cent. of Gross Asset Value), which it intends to reduce using substantially all of the Net Issue Proceeds as soon as reasonably practicable following Admission.
B.36	Regulatory status	The Company is incorporated and operates under the Companies Act 2006. The Company is not authorised or regulated as a collective investment scheme by the Financial Conduct Authority. From First Admission, it has been subject to the Listing Rules and the Disclosure and Transparency Rules of the UK Listing Authority. The Company is registered as an investment company under section 833 of the Companies Act 2006 and is an investment trust under section 1158 of the Corporation Tax Act 2010.

The Company is a UK plc and has been approved as an investment trust and, accordingly, the Shares are excluded securities for the purposes of the FCA's restrictions which apply to non-mainstream investment products since they are shares in an investment trust.

The Company is an alternative investment fund and has appointed Greencoat Capital LLP to act as its investment manager. Greencoat Capital LLP is authorised and regulated in the UK by the FCA (FCA registration number 507962) as an alternative investment fund manager. |
| B.37 | Typical investor | Typical investors in the Company are expected to be institutional and sophisticated investors and private clients.

The New Shares are only suitable for investors who understand the potential risk of capital loss and that there may be limited liquidity in the underlying investments of the Company, for whom an investment in New Shares is part of a diversified investment programme and who fully understand and are willing to assume the risks involved in such an investment programme. |
| B.38 | Investment of 20 per cent. or more in single underlying asset or investment company | Not applicable. |
| B.39 | Investment of 40 per cent. or more in single underlying asset or investment company | Not applicable. |
| B.40 | Applicant's service providers | Investment management arrangements
The Company, the LLP and Holdco have entered into the Investment Management Agreement with the Investment Manager under which the Investment Manager will be responsible for the day-to-day management of the Company's investment portfolio, in accordance with the Company's investment objective and policy, subject to the overall supervision and discretion as to acquisition execution of the Board.

The Investment Manager provides investment management services to the Company and acts within the strategic guidelines set out in the investment policy. The Investment Manager reports to the Board. |

| | | The Investment Manager is entitled to a combination of a cash fee and Ordinary Shares from the Company and a priority profit share from the LLP as set out below.

The Investment Manager is entitled to a quarterly cash fee (the Base Fee), which is paid quarterly in advance and the amount of which is equal to £275,000, provided that the fee for the quarter during which the Investment Management Agreement terminates shall be the appropriate pro-rated amount.

The cash fee is exclusive of any applicable VAT which, where relevant, is payable in addition.

In addition to the Base Fee and the priority profit share described below, the Company shall deliver to the Investment Manager, quarterly^{1} in advance, Ordinary Shares having a value calculated as set out below (the Equity Element):

• on that part of the then most recently announced Net Asset Value up to and including £500 million, 0.25 x 0.2 per cent.; plus
• on that part of the then most recently announced Net Asset Value over £500 million up to and including £1,000 million, 0.25 x 0.1 per cent.,

provided that the Equity Element for the quarter during which the Investment Management Agreement terminates shall be the appropriate pro-rated amount.

If the Equity Element comprises Ordinary Shares issued out of treasury that were purchased by the Company in the market at a discount to Net Asset Value, such Ordinary Shares will be issued to the Investment Manager at the price at which they were purchased by the Company. If the Company is unable to purchase shares in the market at a discount to Net Asset Value, new Ordinary Shares will be issued to the Investment Manager at a price equal to the current Net Asset Value per Ordinary Share.

Subject to certain exceptions (including any disposal pursuant to a takeover offer, to a member of the Investment Manager provided such member agrees to be locked-in on similar terms or in order for any members of the Investment Manager to meet any tax liabilities referable to receipt of the Equity Element), the Ordinary Shares issued to the Investment Manager under the Equity Element are subject to a three year lock up.

The Investment Manager is also entitled to receive a priority profit share from the LLP, quarterly in advance, in each case based upon the Net Asset Value as at the start of the quarter in question on the following basis:

• on that part of the then most recently announced Net Asset Value up to and including £500 million, an amount equal to 0.25 per cent. of such part of the Net Asset Value;
• on that part of the then most recently announced Net Asset Value over £500 million and up to and including £1,000 million, an amount equal to 0.225 per cent. of such part of the Net Asset Value; and
• on that part of the then most recently announced Net Asset Value over £1,000 million, an amount equal to 0.2 per cent. of such part of the Net Asset Value,

in each case less an amount equivalent to the quarterly Base Fee. |
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1 In order to save the Company recurring FCA listing fees, the Company and the Investment Manager have agreed that the Equity Element shall continue to accrue quarterly in advance but shall be delivered half-yearly (in arrears in respect of the second and fourth quarters and in advance in respect of the first and third quarters).

At the end of each financial year of the Company, there will be a reconciliation of amounts paid and number of Ordinary Shares delivered to the Investment Manager in respect of each of the Equity Element and the priority profit share. The Equity Element and the priority profit share shall be adjusted to the effect that the obligation to pay such amounts or deliver such number of Ordinary Shares shall be deemed to have been in arrears. This is deduced using a time weighted average of the relevant Net Asset Value calculation for the financial year in question adjusted for share issues and share purchases. Balancing payment will be made by the LLP or the Investment Manager in relation to the priority profit share or further numbers of Ordinary Shares to be issued under the Equity Element will be increased or reduced accordingly. Other than as expressly set out in the Investment Management Agreement or any other written agreement entered into with the consent of the Board, the Investment Manager may not charge any fees, costs or expenses to any portfolio company and must pay such amounts in full promptly to the Group (unless retention is also permitted under the agreement consented to by the Board). The Investment Manager may appoint a third party independent of the Investment Manager as a director of any portfolio company. Any such external director may retain any directors' fees earned by him from such portfolio company. The Investment Manager may retain for its own use and benefit fees payable to it in respect of services provided to clients other than the Group and to parties who co-invest alongside the Group. The Base Fee amounts payable to the Investment Manager may be reduced if either or both of the two key individuals identified at First Admission (Laurence Fumagalli and Stephen Lilley (each a Key Man)) are not available to dedicate sufficient (in the reasonable opinion of the Board) time to the management of the Company's portfolio. The reduction shall be equal to 0.15 per cent. of Net Asset Value in respect of each Key Man who is not available, up to an amount equal to the quarterly Base Fee. Given that the Equity Element and the priority profit share are calculated as a percentage of Net Asset Value, there is no maximum amount payable on these amounts under the Investment Management Agreement and the Limited Liability Partnership Agreement. If the Company is taken over (by means of an offer for the Ordinary Shares becoming unconditional, a scheme of arrangement or a sale of all or substantially all of the Group's assets), the Investment Manager will receive: - on that part of the Net Asset Value up to and including £500 million, an amount equal to 1.2 per cent. of such part of the Net Asset Value; - on that part of the Net Asset Value over £500 million and up to and including £1,000 million, an amount equal to 1.1 per cent. of such part of the Net Asset Value; and - on that part of the Net Asset Value over £1,000 million, an amount equal to one per cent. of such part of the Net Asset Value, plus, in circumstances where the offer price per share is in excess of the floor price per share (the floor price per share being, depending on the timing of the takeover offer, the current Net Asset Value per share or the higher of the current Net Asset Value per share and the price per share on First Admission (adjusted, as appropriate, for any changes in capital)), an amount equal to one per cent. of the offer value.

| | | In such circumstances, the relevant notice period under the Investment Management Agreement shall be reduced by 12 months plus (where a longer notice period would still be required) an additional ten months if the additional payment is also made to the Investment Manager.

If Shareholders vote to wind up the Company (other than with the agreement of the Investment Manager) or where the Investment Manager terminates the Investment Management Agreement following a material breach by the Company, the Investment Manager may be entitled to a payment equal to 1.1 per cent. per annum on the Net Asset Value most recently announced to the market for the period commencing on the date of termination of the Investment Management Agreement up to and including the earliest date on which the notice period would have expired had the Company given the fullest period of notice to terminate the Investment Management Agreement.

The Investment Manager is entitled to be reimbursed for certain expenses under the Investment Management Agreement, including travel expenses and attendance at Board Meetings.

Other arrangements
Heritage Administration Services Limited has been appointed as Administrator to the Company and also provides accountancy and company secretarial services and a registered office to the Company.

The Administrator is responsible for calculating the Net Asset Value of the Ordinary Shares in conjunction with the Investment Manager and reporting this to the Board.

The maximum amount payable by way of fees under the Administration Agreement is £150,000 plus VAT per annum (for the first two years that the Administration Agreement is in force (being until 15 February 2015)).

Heritage Administration Services Limited has also been appointed as administrator to the LLP and Holdco and will provide accountancy and company secretarial services and a registered office to the LLP and Holdco.

The maximum amount payable by way of fees under the LLP Administration Agreement is £17,500 plus VAT per annum (for the first two years that the LLP Administration Agreement is in force (being until 15 February 2015)). The maximum amount payable by way of fees under the Holdco Administration Agreement is £17,500 plus VAT per annum (for the first two years that the Holdco Administration Agreement is in force (being until 15 February 2015)).

Heritage Depositary Company (UK) Limited has been appointed as Depositary to the Company.

The Depositary has responsibility for overseeing the safekeeping of any cash and share and loan certificates of the Portfolio and any Further Investments and the implementation of the Group's cash management policy by the Administrator. |
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| | | The Depositary received an initial set-up fee of £5,000 and is entitled to on-going fees of £31,000 per annum on the basis of the current Portfolio. Upon the purchase of additional assets, further initial set up fees and on-going fees will be payable by the Company. The fees payable under the Depositary Agreement are not subject to a cap.

The Company utilises the services of Capita Asset Services as registrar in relation to the transfer and settlement of Ordinary Shares held in uncertificated form.

Given that the fees payable under the Registrar Agreement are calculated as a multiple of the number of Shareholders admitted to the register each year plus a multiple of the number of share transfers made each year, there is no maximum amount payable under the Registrar Agreement.

BDO LLP provides audit services to the Company. The annual report and accounts have been prepared according to accounting standards in line with IFRS.

The fees charged by the Auditor depend on the services provided, computed, inter alia, on the time spent by the Auditor on the affairs of the Company; there is therefore no maximum amount payable under the Auditor's engagement letter. |
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| B.41 | Regulatory status of investment manager | The Investment Manager was incorporated in England and Wales on 2 June 2009 under the Limited Liability Partnerships Act 2000 (registered number OC346088). It is authorised and regulated in the UK by the FCA (FCA registration number 507962) as an alternative investment fund manager. |
| B.42 | Calculation of Net Asset Value | In conjunction with the Investment Manager, the Administrator will calculate the Net Asset Value and Net Asset Value per Ordinary Share on a quarterly basis as at each calendar quarter and report such calculations to the Board for approval. These calculations will be reported quarterly to Shareholders and reconciled in the Company's annual report. All calculations made by the Investment Manager and the Administrator will be made, in part, on valuation information provided by the companies in which the Company has invested and, in part, on financial reports provided by the Investment Manager. Although the Investment Manager and the Administrator will evaluate all information and data provided by the companies in which the Company has invested, they may not be in a position to confirm the completeness, genuineness or accuracy of such information or data. In addition the financial reports, where not provided by the Investment Manager, are typically provided on a quarterly or half yearly basis only and generally are issued one to four months after the end of the relevant quarter. Consequently, each quarterly Net Asset Value will contain information that may be out of date and require updating and be incomplete. Shareholders should bear in mind that the actual net asset values may be materially different from these quarterly estimates. |
| B.43 | Cross liability | Not applicable. The Company is not an umbrella collective investment undertaking and as such there is no cross liability between classes or investment in another collective investment undertaking. |
| B.44 | Key financial information | The Company has commenced operations and historical financial information is included in this Prospectus. |

B.45	Portfolio	The Portfolio consists of interests in SPVs, each SPV holding one or more operating wind farms located in the UK (16 wind farms in total). The aggregate net installed capacity of the Portfolio is 271.5 MW. 15 wind farms are located onshore and one is located eight kilometres offshore. The Group's ownership interests in the SPVs comprising the Portfolio vary between 24.95 per cent. and 100 per cent. All wind farms within the Portfolio are operated by experienced utility companies and turbine manufacturers or other experienced operators and the output from the wind farms is sold to utility companies and a major UK corporate under long term variable price PPAs (although the corporate PPA has an element of fixed pricing in the medium term).
B.46	Net Asset Value	The Net Asset Value per Ordinary Share at 30 June 2014 was 102.7 pence (after deduction of 3.08 pence in respect of the interim dividend which the Company paid out on 29 August 2014 (for the period from 1 January to 30 June 2014)).
Section C – Securities
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Element	Disclosure requirement	Disclosure
C.1	Type and class of security	The Company intends to issue New Shares of one pence each in the capital of the Company. The ISIN of the New Shares is GB00B8SC6K54 and the SEDOL is B8SC6K5.
C.2	Currency	The currency of denomination of the Issue is Sterling.
C.3	Number of shares issued	As at the date of this Prospectus, the Company has 343,893,417 fully paid Ordinary Shares of one pence each in issue. The Company has no partly paid Ordinary Shares in issue.
C.4	Description of the rights attaching to the securities	The New Shares carry the right to receive all dividends declared by the Company. Shareholders are entitled to all dividends paid by the Company and, on a winding up, provided the Company has satisfied all of its liabilities, the Shareholders are entitled to all of the surplus assets of the Company. Shareholders will be entitled to attend and vote at all general meetings of the Company and, on a poll, to one vote for each New Share held.
C.5	Restrictions on the free transferability of the securities	The Board may, in its absolute discretion, refuse to register any transfer of a share or renunciation of a renounceable letter of allotment unless: (a) it is in respect of a share which is fully paid up; (b) it is in respect of only one class of shares; (c) it is in favour of a single transferee or not more than four joint transferees; (d) it is duly stamped (if so required); and (e) it is delivered for registration to the registered office for the time being of the Company or such other place as the Board may from time to time determine, accompanied (except in the case of (i) a transfer by a recognised person where a certificate has not been issued (ii) a transfer of an uncertificated share or (iii) a renunciation) by the certificate for the share to which it relates and such other evidence as the Board may reasonably require to prove the title of the transferor or person renouncing and the due execution of the transfer or renunciation by him or, if the transfer or

| | | renunciation is executed by some other person on his behalf, the authority of that person to do so, provided that the Board shall not refuse to register a transfer or renunciation of a partly paid share on the grounds that it is partly paid in circumstances where such refusal would prevent dealings in such share from taking place on an open and proper basis on the market on which such share is admitted to trading. The Board may refuse to register a transfer of an uncertificated share in such other circumstances as may be permitted or required by the regulations and the relevant electronic system.

Unless the Board otherwise determines, a transfer of shares will not be registered if the transferor or any other person whom the company reasonably believes to be interested in the transferor's shares has been duly served with a notice pursuant to section 793 CA 2006. |
| --- | --- | --- |
| C.6 | Admission | Applications will be made to the UKLA for the New Shares to be admitted to the premium segment of the Official List and to the London Stock Exchange for the New Shares to be admitted to trading on the London Stock Exchange's main market for listed securities. It is expected that Admission will become effective and that dealings in the New Shares, fully paid, will commence at 8.00 a.m. on 30 October 2014. |
| C.7 | Dividend policy | The Company has paid the following dividends: (i) 1.5p per Ordinary Share on 20 September 2013 (for the period from First Admission to 30 June 2013); (ii) 3p per Ordinary Share on 21 February 2014 (for the period from 1 July 2013 to 31 December 2013); and (iii) 3.08p per Ordinary Share on 29 August 2014 (for the period from 1 January 2014 to 30 June 2014) in respect of all Ordinary Shares. The Company intends to pay an annual dividend per Ordinary Share of 6.16p for 2014 and, given the nature of the Company's income streams, the Board intends to increase the dividend in line with RPI inflation.

Distributions on the Ordinary Shares are currently paid twice a year, normally in respect of the six months to 30 June and 31 December, and are made by way of interim dividends in February and August. |
| Section D – Risks | | |
| --- | --- | --- |
| Element | Disclosure requirement | Disclosure |
| D.1 | Key information on the risks specific to the issuer or its industry | The key risk factors relating to the Group and the wind energy industry include the following:

• if at any point the international community were to withdraw, reduce or change its support for the increased use of energy from renewable sources, including generation of electricity from wind, for whatever reason, this may have a material adverse effect on the support of national or international authorities in respect of the promotion of the use of energy from renewable sources, including in respect of wind generation in the UK. If this reduces the value of the green benefits that wind energy generators are entitled to it would have a material adverse effect on the Group if applied retrospectively to current operating projects including those in the Portfolio. In addition, unexpected success in other areas of renewable energy (such as renewable heat) may reduce pressure on national governments to develop renewable electricity production. This may affect the Company's future investment opportunities;

• a future change of Government or change in Government policy could lead to new renewable energy policies resulting in a change or abandonment of the Renewables Obligation or any policy |

	introduced pursuant to the Electricity Market Reform. If these were applied retrospectively to current operating projects including those in the Portfolio, this could adversely impact the market price for renewable energy or the value of the green benefits earned from generating renewable energy. This may affect the Company's future investment opportunities;
	• a decline in the market price of electricity from the levels anticipated by the Company from time to time could materially adversely affect the Group's revenues and financial condition. Similarly, a decline in the costs of other sources of electricity generation, such as fossil fuels or nuclear power, could reduce the wholesale price of electricity and thus the price achieved for electricity generated by wind farms;
	• the Group's revenues will be dependent upon the wind conditions at the wind farms owned by the Group and wind conditions at any site can vary materially across seasons and years. If the Group has an interest in a wind farm which proves to have lower wind resources than anticipated, that wind farm is likely to generate lower electricity volumes and lower revenue than anticipated, which could have a material adverse effect on the Group's business, financial position, results of operations and business prospects. Similarly, a sustained decline in wind conditions at any wind farm could lead to a reduction in the electricity generated which would have a material adverse effect on the Group's business, financial position, results of the operations and business prospects;
	• increases in charges relating to the connection to and use of the electricity transmission and distribution networks and relating to balancing of the electricity supply and demand may adversely impact on the business, financial position, results of operations and business prospects of the Group;
	• the Group is dependent upon contractors for the operation and maintenance of wind farm projects and therefore their availability to generate electricity. The Group's ability to invest in and operate wind farm projects at the anticipated availability could be adversely affected if the contractors with whom the Group wishes to work do not have sufficient capacity to work with the Group on its chosen projects or if they perform poorly for any other reason;
	• wind turbines may have shorter life-spans than their expected lifespan of 25 years. In the event that the wind turbines do not operate for the period of time assumed by the Company in its business model or require additional maintenance expenditure to do so, it could have a material adverse effect on the business, financial position, results of operations and business prospects of the Group;
	• the ability of the Company to achieve its investment objective depends heavily on the managerial experience of the management team associated with the Investment Manager, and more generally on the Investment Manager's ability to attract and retain suitable staff. The Board has broad discretion to monitor the performance of the Investment Manager or to appoint a replacement but the Investment Manager's performance or that of any replacement cannot be guaranteed;
	• the growth of the Group depends upon the ability of the Investment Manager to identify, select and execute Further Investments which offer the potential for satisfactory returns. The availability of suitable investment opportunities will depend, in part, upon conditions in the UK onshore and offshore wind farm markets and the level of

| | | competition for assets in the wind energy sector. There can be no assurance that the Investment Manager will be able to identify and execute suitable opportunities to permit the Company to expand its portfolio of wind farm projects;
• the Company's target dividend and future distribution growth will depend on the Company's underlying investment portfolio and the availability of distributable reserves. Any change or incorrect assumption in relation to the dividends or interest or other receipts receivable by the Company (including in relation to projected power prices, wind conditions, availability and operating performance of equipment used in the operation of wind farms within the Company's portfolio, ability to pay distributions to Shareholders (especially where the Group has a minority interest in a particular wind farm) and tax treatment of distributions to Shareholders) may reduce the level of distributions received by Shareholders;
• the Group will finance Further Investments either by borrowing or by issuing further Shares. In addition, the ability of the Company to deliver enhanced returns and consequently realise expected real Net Asset Value growth is dependent on access to debt facilities and equity capital markets. There can be no assurance that the Group will be able to borrow or refinance on reasonable terms or that there will be a market for further Shares; and
• if an existing Shareholder does not subscribe under the Issue for such number of New Shares as is equal to his or her proportionate ownership of existing Ordinary Shares, his or her proportionate ownership and voting interests in the Company will be reduced and the percentage that his or her existing Ordinary Shares will represent of the total share capital of the Company will be reduced accordingly. |
| --- | --- | --- |
| D.3 | Key information on the risks specific to the securities | The key risk factors relating to the New Shares include the following:
• there can be no guarantee that a liquid market in the Ordinary Shares will exist. Accordingly, Shareholders may be unable to realise their Ordinary Shares at the quoted market price (or at the prevailing Net Asset Value per Ordinary Share), or at all; and
• the Ordinary Shares may trade at a discount to Net Asset Value and Shareholders may be unable to realise their investments through the secondary market at Net Asset Value. |
| Section E – Offer | | |
| --- | --- | --- |
| Element | Disclosure requirement | Disclosure |
| E.1 | Net proceeds and costs of the Issue | The target size of the Issue is 93,457,944 New Shares although a maximum of 210,280,374 New Shares are available under the Issue. Each of the New Shares will be issued at the Issue Price of 107 pence. On the basis that the target of 93,457,944 New Shares are issued, it is expected that the Company will receive approximately £98.16 million from the Issue, net of Issue Costs of approximately £1.84 million. On the basis that the maximum of 210,280,374 New Shares are issued, it is expected that the Company will receive approximately £221.63 million from the Issue, net of Issue Costs of approximately £3.37 million. |

E.2a	Reason for offer and use of proceeds	The Board intends that substantially all of the Net Issue Proceeds will be used by the Company to prepay amounts outstanding under the Acquisition Facility Agreement with any amounts not used for this purpose to be applied for general corporate purposes.
E.3	Terms and conditions of the offer	The Issue
The Issue is conditional on:
(a) Admission occurring;
(b) the Placing Agreement having become unconditional in all respects and not having been terminated in accordance with its terms before Admission; and
(c) the passing of Resolutions 1 and 3 at the General Meeting.
If any of these conditions are not met, the Issue will not proceed.
There is no minimum amount required to be raised under the Issue in order for the Issue to proceed.
The issue is not underwritten.

The Placing
The Company, the Investment Manager and the Managers have entered into the Placing Agreement, pursuant to which the Managers have agreed, subject to certain conditions, to use their respective reasonable endeavours to procure placees for the New Shares made available in the Placing, on the terms of and subject to the conditions to the Placing.

The Offer for Subscription
New Shares to be issued at the Issue Price of 107 pence each are available to the public under the Offer for Subscription, on the terms of and subject to the conditions to the Offer for Subscription. The Offer for Subscription is only being made in the UK but, subject to applicable law, the Company may allot New Shares on a private placement basis to applicants in other jurisdictions. An Application Form in respect of the Offer for Subscription is set out at the end of this Prospectus. The terms and conditions should be read carefully before an application is made.
Investors should consult their respective stockbroker, bank manager, solicitor, accountant or other financial adviser if they are in doubt about the contents of this Prospectus.
Applications under the Offer for Subscription must be for a minimum subscription amount of £1,000 and thereafter in multiples of £100.
All applications for New Shares under the Offer for Subscription will be payable in full, in sterling, by a cheque or banker’s draft drawn on a UK clearing bank. |
| E.4 | Material interests | Not applicable. No interest is material to the Issue. |
| E.5 | Name of person selling Securities / lock up agreements | Ordinary Shares issued to the Investment Manager in respect of the Investment Manager’s Equity Element will be subject to a lock-up restriction of three years from the date of issue of the relevant Ordinary Shares, subject to certain exceptions. |
| E.6 | Dilution | The Issue is not being made on a pre-emptive basis and existing Shareholders may participate in the Issue on the same terms as any other third party investor. Therefore, Shareholders who choose not to participate in the Issue for an amount at least pro rata to their holding will have their percentage holding diluted following Admission. |

E.7	Expenses charged to the Investor	The Issue Costs will be met by the Company from the proceeds of the Issue. The Issue Costs (excluding VAT) are estimated to be approximately £1.84 million on the basis of Gross Issue Proceeds of £100 million.

RISK FACTORS

Investment in the Company carries a high degree of risk, including but not limited to the risks in relation to the Group and the New Shares referred to below. If any of the risks referred to in this Prospectus were to occur, the financial position and prospects of the Group could be materially and adversely affected. If that were to occur, the trading price of the New Shares and/or their Net Asset Value and/or the level of dividends or distributions (if any) received from the New Shares could decline significantly and investors could lose all or part of their investment.

Prospective investors should note that the risks relating to the Group, its industry and the New Shares summarised in the section of this document headed "Summary" are the risks that the Board believes to be the most essential to an assessment by a prospective investor of whether to consider an investment in the New Shares. However, as the risks which the Group faces relate to events and depend on circumstances that may or may not occur in the future, prospective investors should consider not only the information on the key risks summarised in the section of this document headed "Summary" but also, among other things, the risks and uncertainties described below.

The risks referred to below are the risks which are considered to be material but are not the only risks relating to the Company and the New Shares. There may be additional material risks that the Company and the Board do not currently consider to be material or of which the Company and the Board are not currently aware. Potential investors should review this Prospectus carefully and in its entirety and consult with their professional advisers before acquiring any New Shares.

Introduction

An investment in the Company is suitable only for investors who are capable of evaluating the risks and merits of such investment, who understand the potential risk of capital loss and that there may be limited liquidity in the underlying investments of the Company, for whom an investment in the New Shares constitutes part of a diversified investment portfolio, who fully understand and are willing to assume the risks involved in investing in the Company and who have sufficient resources to bear any loss (which may be equal to the whole amount invested) which might result from such investment. Typical investors in the Company are expected to be institutional and sophisticated investors and private clients. Investors may wish to consult their stockbroker, bank manager, solicitor, accountant or other independent financial adviser before making an investment in the Company.

The New Shares are designed to be held over the long term and may not be suitable as short term investments. There is no guarantee that any appreciation in the value of the Company's investments will occur and investors may not get back the full value of their investment.

Any investment objectives of the Company are targets only and should not be treated as assurances or guarantees of performance.

A prospective investor should be aware that the value of an investment in the Company is subject to normal market fluctuations and other risks inherent in investing in securities. There is no assurance that any appreciation in the value of the New Shares will occur or that the investment objectives of the Company will be achieved. The value of investments and the income derived therefrom may fall as well as rise and investors may not recoup the original amount invested in the Company.

The value of the New Shares and income derived from them (if any) can go down as well as up. Notwithstanding the existence of the share buyback and tender offer powers as described in Part II of this Prospectus, there is no guarantee that the market price of the New Shares will fully reflect their underlying net asset value. In the event of a winding-up of the Company, Shareholders will rank behind any creditors of the Company and, therefore, any positive return for Shareholders will depend on the Company's assets being sufficient to meet the prior entitlements of any creditors.

Risks relating to changes in European Union and international policies on renewable energy

The increased use of energy from renewable sources constitutes an important part of the measures needed in the European Union and elsewhere to reduce greenhouse gas emissions in order to comply with the UNFCC and the Kyoto Protocol.

The Parties to the UNFCCC and the Kyoto Protocol will meet again in Peru in 2014 and France in 2015 in order to negotiate an international climate change agreement. If at any point the

international community were to withdraw, reduce or change its support for the increased use of energy from renewable sources, including generation of electricity from wind, for whatever reason, this may have a material adverse effect on the support of national or international authorities in respect of the promotion of the use of energy from renewable sources, including in respect of wind generation in the UK. If this reduces the value of the green benefits that wind energy generators are entitled to it would have a material adverse effect on the Group if applied retrospectively to current operating projects, including those in the Portfolio. In addition, unexpected success in other areas of energy production (such as shale gas or renewable heat) may reduce pressure on national governments to lower carbon emissions through renewable electricity production. This may affect the Company's future investment opportunities.

The EU has set targets for the production of energy from renewable sources pursuant to the Renewable Energy Directive.

The Renewable Energy Directive imposes an obligation on Member States to ensure that their share of energy consumption from renewable sources in 2020 is at least at the level prescribed in the Renewable Energy Directive, with each Member State having its own target. The UK's target level is to achieve a 15 per cent. share of final energy consumption from renewable sources by 2020. This target covers energy consumption for all purposes including transport, heating, industrial and commercial uses as well as for production of electricity. Each Member State must adopt a Renewable Energy Action Plan assessing the total expected contribution of each renewable energy technology to meet the mandatory targets. The Renewable Energy Action Plan should also contain details of the Member State's national support scheme for the promotion of the use of energy from renewable sources.

The powers of enforcement granted to the European Commission under the Renewable Energy Directive are slow and relatively weak. The Renewable Energy Directive does not prescribe any particular renewable energy support scheme, nor does it set out any rules on how such schemes are to function. In overview, the European Commission has powers to analyse each Renewable Energy Action Plan as a whole. It has no formal powers to amend or even reject a Member State's Renewable Energy Action Plan and may only issue a recommendation in respect of such plan. While a Member State ought to give consideration to the European Commission's views, there is no obligation to do so. Where Member States are not on course to meet their targets, in the first instance, a Member State is required to submit an amended Renewable Energy Action Plan setting out the measures required to get back on track. The European Commission has powers to issue a recommendation in respect of the amended Renewable Energy Action Plan and is able to initiate infringement proceedings if a Member State fails to introduce appropriate measures to enable it to meet its interim trajectory. Where a Member State thinks it will be unable to meet its target as a result of force majeure events, it must inform the European Commission who will then take a decision on whether this claim is valid and what, if any adjustment, should be made to the national target. This decision is a more formal act and is binding on the Member State to whom it is addressed.

There is no guarantee that Member States will sustain their commitment to supporting the renewable energy sector. Further, though European leaders have agreed to decide on the post-2020 regime in 2014, a number of important elements remain to be determined. These include whether there will be legally binding renewable energy targets post 2020, how ambitious such targets will be, how stringent any enforcement powers will be and whether there will be a move away from a renewable energy target to a low carbon target, which would also take account of technologies such as nuclear power generation and carbon capture and storage.

In the UK the government has set long term emissions reduction targets through carbon budgets. The Climate Change Act 2008 established a legally binding target to reduce the UK's emissions of greenhouse gases (GHGs) to at least 80 per cent. below 1990 levels by 2050. Progress towards this objective is measured through carbon budgets that place legally binding ceilings on the level of allowed UK emissions over five year periods.

Carbon budgets have been set up to and including the fourth carbon budget for 2023-2027. This budget sets a limit of 1950 MtCO2e over the years 2023-2027, amounting to an emissions cut of 50 per cent. on 1990 levels. The Government legislated the level of the fourth carbon budget in June 2011 and the budget was further reviewed (and confirmed) in 2014. This figure can only be changed by future legislation.

The wind energy industry is currently dependent on political and governmental support (the form of support available in the UK is described below). In the event that national or international political and governmental support for the generation of electricity from wind power were to decline, be withdrawn or change, and be applied retrospectively to current operating projects, including those in the Portfolio, or prove to be insufficient to offset any continuing competitive disadvantage which energy generated from wind would otherwise have compared to energy generated from other sources (including other renewable sources as well as energy generated from fossil fuels and nuclear power), such events could have a material adverse effect on the business, financial position, results of operations and future growth prospects of the Group as well as returns to investors.

Given the sustained fall in the cost of renewable power generation equipment, Member States have generally revised their regulations supporting the renewable energy sector from time to time in order to reduce the benefits available to new renewable power generation projects. However, in order to maintain investor confidence, some Member States including the UK have ensured that the benefits already granted to operating renewable power generation projects are exempted from future regulatory change for the life of the project; this practice is referred to as "grandfathering". The UK government has applied the policy of grandfathering support consistently, ensuring that projects receive the same level of support throughout their eligibility period under the scheme and are not affected by any subsequent reduction in support levels. The policy of 'grandfathering' support is not fully harnessed in legislation, in that there is not a general legal obligation under the Electricity Act 1989 or the Renewables Obligation Order that requires grandfathering to be applied. However, policy statements and their application to date have been consistent and have recognised the importance of maintaining investor confidence in the UK by ensuring that no future policy changes would retrospectively affect existing projects. The importance of grandfathering has been reiterated by the UK government in more recent policy statements made in the context of policy discussions regarding the approach to the Renewables Obligation (RO) under the Energy Market Reform (EMR), in particular following the transition from the RO to the Contract for Difference Feed-in Tariffs (CFD FITs). The drafting of the Energy Act 2013, which provides for the transition from ROCs to fixed price certificates from 2027, does not enshrine grandfathering in primary legislation, although it leaves scope for banding to apply (ie allowing different levels of support to apply to different projects), mirroring the position that applies under the RO. Grandfathering remains a policy decision and, as such, there is no guarantee that the practice of grandfathering will be continued. The Group is likely to suffer a loss if the UK were to abandon the practice of grandfathering and apply adverse retrospective changes to the levels of support for operating projects in which the Group has a financial interest.

Risks relating to regulation and incentives of the renewable energy market in the UK

A future change of UK Government, or change in UK Government direction regarding renewable energy, could lead to unfavourable renewable energy policies. Such unfavourable renewable energy policies could include a change or abandonment of the current RO support mechanism or certain policies introduced pursuant to the EMR programme, including but not limited to the introduction of new CFD FITs or changes to the proposed levels of support or method of allocation of support under CFD FITs (all of the assets in the Group's current Portfolio are supported under the RO regime). Unfavourable renewable energy policies if applied retrospectively to current operating projects including those in the Portfolio could adversely impact the market price for renewable energy or the green benefits earned from generating renewable energy.

In relation to Further Investments, the Group may be exposed to risks arising from the implementation of EMR and potential future regulatory change in the United Kingdom.

In particular, it is expected that a general election will be held in the UK in May 2015. The outcome of such general election may have an effect on the renewable energy policies adopted in the UK. Any changes to renewable energy policies in the UK could have a material adverse effect on the Group and returns to Shareholders, especially if they were retroactively applied to currently operating wind farms.

The main support regimes in respect of the increased use of energy from renewable sources in the UK are currently the RO (or, in Scotland and Northern Ireland respectively, the Renewables Obligation Scotland (SRO) and the Northern Ireland Renewables Obligation (NIRO)) and exemption from the Climate Change Levy (CCL). Under the RO, eligible renewables generators are issued with Renewables Obligation Certificates (ROC) for electricity generation.

Generating stations receiving full accreditation under the RO on or after 26 June 2008 will receive 20 years of support from the date they are first accredited, subject to the RO's 2037 end date. For a description of these support mechanisms, please refer to Part III of this Prospectus.

The projects in the Portfolio are already accredited under one of the RO, SRO or NIRO and, therefore, subject to the UK Government, the Scottish Executive or the Northern Irish Government, as applicable, maintaining and properly implementing a policy of grandfathering (see above), changes to these regimes are not expected materially to affect revenue relating to the Portfolio. Some changes are expected to these regimes however as a result of EMR. These are outlined below.

Renewable generators are also eligible to receive transferable exemptions from the CCL in the form of Levy Exemption Certificates (LECs). The CCL and the renewable LEC regime that provides relief against the CCL were implemented in 2001. The government has not announced plans to remove this regime and has said that the arrangements relating to Climate Change Agreements that exist alongside LECs as a means of providing discounts to business users will endure to at least 2023. While legislation can always vary these arrangements, the Company believes renewable LECs will continue to be available until 2023.

Support schemes in respect of energy from renewable sources in England and Wales are currently being changed as a result of EMR pursuant to the Energy Act 2013 and related secondary legislation which is in the process of being passed. EMR will also apply to Scotland and Northern Ireland but with some adjustment to take account of the roles and responsibilities of the devolved administrations (see further below). The main changes in respect of the EMR are:

reform of the support regime for new renewable generation by the introduction of CFD FITs for new low carbon generation projects above 5MW (extending support to include nuclear and carbon capture and storage projects, as well as renewables projects). New renewable energy projects may continue to gain accreditation under the RO until 31 March 2017 but thereafter the RO will be closed to new accreditation (subject to limited grace periods);
a capacity market to ensure that there is sufficient reliable capacity to meet demand;
an emissions performance standard for all new fossil fuel plants (further details set out below); and
the removal of the exemption for CCL on fossil fuels used for electricity generation and the imposition of a form of CCL on such fuel at the relevant "carbon price support rate" in the UK, to underpin the cost of emissions allowances under the EU Emissions Trading Scheme (EU ETS) for fossil-fuelled plants at a pre-determined level. This "carbon price floor" or "carbon price support" (CPS) aims to set a price floor for carbon over the long term to 2030.

All policies in EMR extend to Scotland and Wales although, because environment policy is broadly devolved in both of these administrations, DECC is working to ensure that EMR policy is coherent in these devolved administrations.

In Northern Ireland, responsibility for renewable energy policy is transferred to the Northern Irish Executive. The Northern Irish Executive has agreed that CFD FITs and the emissions performance standard will apply to Northern Ireland, whilst taking account of Northern Ireland's position within the Single Electricity Market that operates across Ireland. As a result of market differences, there may be differences in the CFD FIT regime applicable to Northern Ireland. As per current discussions, the extent of these differences will only be known once policy has been finally determined in relation to both England and Northern Ireland.

UK Ministers may set FIT CFD strike prices in Northern Ireland in conjunction with Northern Ireland Ministers and the cost of support may be socialised across the UK. However, Northern Ireland Ministers may maintain the right to set Northern-Ireland-only strike prices for CFDs.

The Energy Act 2013 legislates for a number of aspects of the UK Government's current programme of EMR. Further details of the EMR proposals are set out in Part III of this Prospectus.

From 31 March 2017, the UK Government intends to close the RO to new accreditation (subject to limited grace periods), from when a closed pool of RO-supported electricity capacity will be created which will decrease over time until the end date for the RO of 31 March 2037. The Government has stated that it intends to grandfather support for all RO-accredited stations on the basis of the support rates applicable on 31 March 2017.

ROCs will convert to “fixed price certificates” – a new type of certificate. DECC has indicated that the intention is to maintain levels and length of support for existing participants under the RO, with the long term value of a fixed price certificate to be set at the prevailing buy-out price plus a fixed percentage expected to be 10 per cent. These changes will apply from 2027.

Fixed price certificates are expected to be inflation linked, but there is no guarantee that the same index (RPI) as is currently used to inflate the buy-out price under the RO will be used for fixed price certificates. In the event that fixed price certificates are indexed at a rate less than that currently used to inflate the buy-out price under the RO, this may have an adverse effect on the Group.

Following the introduction of fixed price certificates, generators will not be able to deliver ROCs contracted under existing power purchasing arrangements, which may (depending on the exact wording of any change in law clauses in the power purchase agreements (PPAs)) give counterparties an opportunity to re-open or even terminate some PPAs, albeit only some of the Portfolio’s PPAs last post-2027 and any future PPAs are likely to anticipate any such change.

A change in law under a PPA may result in a worsening or improvement of the terms that apply. This may provide an opportunity for the counterparty to renegotiate terms. Such a renegotiation may lead to worse terms for the Group and may negatively impact returns to the Group and, consequently, investors.

In late 2012 the Government issued its Gas Generation Strategy. It is intended to ensure that there is sufficient gas capacity available to meet demand and provide flexibility to the grid, particularly as increasing levels of intermittent and inflexible generation come onto the system. Modelling detailed in the strategy suggests that as much as 26GW of new gas plant could be required by 2030, in part to replace older coal, gas and nuclear plant as it retires from the system.

The Energy Act 2013 also sets out provisions in respect of the introduction of the emissions performance standard (EPS), which is proposed to be fixed until 2045 at a level (450g per kWh). The EPS is set at a level which does not impact on the new combined cycle gas turbines (CCGT) needed to make the transition to a low-carbon electricity system. This level of standard is set to be reviewed by the end of 2015.

In addition, the Government is also implementing a capacity market which could prove an attractive financial incentive for the development of CCGT projects. There is a risk that the introduction of EPS and the capacity market may encourage the development of CCGT projects, discouraging the deployment of renewable technologies. An increase in construction of CCGT plants could be exacerbated by the uptake of significant volumes of domestically-produced shale gas or any other factor that results in falls in wholesale gas prices. Further, lower marginal costs for gas-fired generating plants will likely lead to lower overall electricity prices (see further below). Any significant move to CCGTs or other modern gas technologies, and away from renewable technologies, greater than that currently assumed in the market, could negatively impact the Group’s performance.

The carbon price floor is an element of EMR which is designed to support the deployment of renewable generation technologies by underpinning the price of carbon emissions allowances (required to be surrendered by fossil-fuelled combustion plants) under the EU ETS. The UK Government may decide to abolish the carbon price floor (described above) or set a lower trajectory for the increase of the carbon price floor. In the 2014 budget the UK government confirmed that it would cap the price floor from 2016/2017 to 2019/2020 (consistent with the Company’s assumptions). Any abolition, or the UK Government further lowering the trajectory for the increase of the carbon price floor, would likely reduce the wholesale power price and could have a material adverse effect on the Group’s business, financial position, results of operations and business prospects.

In relation to Further Investments, a major planned review of the level of support for different renewable technologies (known as “bands”) for newly accredited generating stations under the RO, SRO and NIRO for the period from April 2013 to April 2017 was concluded in July 2012. However, under RO legislation the Government can call at any time a review of the level of support afforded to eligible renewables technologies if certain circumstances specified in the RO legislation are met (such as a reduction in technology costs).

RO support for onshore wind was subject to a UK Government call for evidence which was launched in September 2012, with a response from the Government published in June 2013. This

review was limited to England, Wales and Northern Ireland only. The Scottish Executive has said it intends to administer existing bands until 31 March 2017. Although the evidence gathered showed an increase in costs relating to planning and operation and maintenance, the change was not considered significant, and as such, did not meet the legislative requirements for a further review of RO support levels. However, further reviews may take place in future in relation to the level of support for renewable generation in the UK, and may result in a lower level of green benefits received in relation to electricity generated by new projects. Unless reflected in the price paid for Further Investments, this would adversely affect the financial position, results of operations and business prospects of the Group. Further details of the level of support which is expected to be in place for future projects are set out in Part III of this Prospectus.

The "Control framework for DECC levy-funded spending" (Levy Control Framework) was first published in March 2011 and then updated in November 2012 and in July 2013. The purpose of the Levy Control Framework is to make sure that DECC achieves its fuel poverty, energy and climate change goals in a way that is consistent with economic recovery and minimising the impact on consumer bills. The Levy Control Framework sets an overall cap for DECC's tax and spending through policies that entail levy-funded spending in the period to 2020-21. This includes spending relating to support schemes for renewable electricity generation. If forecasts or actual spend are greater than the agreed cap, the Treasury can request that DECC put in place a plan that will bring spending back down within the cap. DECC will need to set a policy such that the central forecast for DECC levy-funded spending is equal to or less than the agreed cap. Where the cap is exceeded, this could ultimately result in the Treasury refusing DECC permission to retain all or part of the tax income received above the agreed cap, which would leave DECC to fund all or part of the spending gap from within its Departmental Expenditure Limit. Where the cost of the RO, SRO and NIRO exceeds the relevant cap, support levels for new projects (or, possibly even, existing projects) under these regimes may require to be adjusted. In due course the cost of CFD FITs will also fall within the Levy Control Framework. How quickly and to what extent these adjustments are implemented will depend on the various factors pertaining to the policy at the time. However, DECC will follow all required procedures such as statutory consultation and Parliamentary scrutiny.

As a result of EMR, as mentioned above, the support regime for new renewable generation will transition to CFD FITs which the UK Government intends to introduce from 2014. The UK Government has indicated that new renewable energy projects may continue to gain accreditation under the RO until 31 March 2017. All new renewable energy capacity accrediting after the introduction of CFD FITs but before 1 April 2017 will have a one-off choice of support schemes. There will be some limited flexibility around the 2017 closure date for those projects that are delayed due to grid connection or radar issues beyond their control.

The final terms of CFD FITs were published on 29 August 2014 and most secondary legislation and related policy documents in respect of CFD FIT and EMR implementation came into force or was finalised over the summer of 2014. Projects which are supported under CFD FITs may be included in the Portfolio in the future. CFD FITs are described in Part III of this Prospectus.

The risk of a Project not being allocated a CFD FIT or allocated at a strike price which is too low is mitigated in respect of the Portfolio as only Further Investments that will be supported under the RO or that have entered into a CFD FIT at a strike price which is, in the view of the Investment Manager, set at an appropriate level, will be included in the Portfolio and the acquisition price will reflect such a strike price.

Payments under CFD FITs will be made by the Low Carbon Contracts Company (the LCCC), a limited recourse special purpose company which will funded by a levy applied to licenced electricity suppliers. Projects included in the Portfolio which are subject to a CFD FIT will only receive payments from the LCCC under a CFD FIT to the extent that the strike price in respect of the project is greater than a market reference price. To the extent that the market reference price exceeds the strike price, projects will be required to make payments to the LCCC. Generators are likely to seek to enter into power offtake agreements which track the market reference price as closely as possible in order to ensure that there is not a mismatch between support provided to a project under a CFD FIT and the actual price achieved in respect of a project's electricity sales.

Generators that have entered into a CFD FIT with the LCCC are protected under the CFD FIT from unexpected changes to the strike price and market reference price by contractual remedies under the CFD FIT. A number of legal protections have been in place to ensure that the LCCC is able to meet its contractual commitments to make payments to the projects under CFD FITs.

However, projects which breach the terms and conditions of the CFD FIT may have such CFD FIT terminated. To the extent that the LCCC is unable to meet its contractual commitments to make payments to the projects under CFD FITs or the CFD FIT in respect of a project is terminated, this could negatively influence the Group's performance in respect of Further Investments supported by CFD FITs. Further, to the extent that a project is not able to sell power at or close to the market reference price under a CFD FIT this could negatively influence the Group's performance in respect of Further Investments supported by a CFD FIT.

Risks relating to the sale price of electricity and associated benefits

A wind farm's revenues are dependent on the price at which the electricity generated by its wind turbines and the associated green benefits, such as ROCs and LECs, can be sold, or any alternative revenue support that it may receive in future by way of other benefits such as strike price payments under CFD FITs. Generally, the price at which a wind farm sells its electricity is determined by market prices in the UK, and the level of subsidy (feed-in tariffs or the price at which ROCs and LECs can be sold) is determined by UK national renewable energy policies. A wind farm that is embedded in a local electricity distribution system (as opposed to one that is connected to the high voltage electricity transmission grid) usually also receives a share of the "embedded benefits", including savings related to transmission costs and electrical losses on the transmission system. It is feasible that the conventions for setting these embedded benefits could change in the coming years.

Under a "route to market type" PPA, typically an offtaker will negotiate a discount to the market prices for electricity, ROCs, LECs and other benefits to reflect services provided by the offtaker such as providing a route to market, the transfer of balancing risk to the offtaker and in some cases the provision of a floor price.

A decline in the market price of electricity or other green benefits, or (if applicable) reductions in levels of and/or caps on certificates and strike prices under CFD FITs, from the levels anticipated by the Company from time to time could materially adversely affect the Group's revenues and financial condition. A decline in the costs of other sources of electricity generation, such as fossil fuels or nuclear power, could reduce the wholesale price of electricity and thus that of electricity generated by wind farms.

The Company cannot guarantee that electricity market prices, levels of strike prices under CFD FITs or other green or embedded benefits, will remain at levels which will allow the Group to maintain projected revenue levels or rates of return on the wind farms within its portfolio. A significant drop in market prices for electricity or (if applicable) reductions in levels of strike prices under CFD FITs or other green benefits available from the levels anticipated by the Company from time to time would have a material adverse effect on the Group's business, financial position, results of operations and business prospects.

It is possible that, as a result of the introduction of the capacity mechanism under EMR (designed to ensure that the UK has sufficient reliable generating capacity to meet a specified capacity margin and prevent black-outs), wholesale electricity prices may be depressed more than the Company is already assuming, because some fossil-fuel power plants will receive capacity payments which will cover part of the costs of constructing and operating them.

Greater integration of European electricity markets may have an effect on electricity prices in the UK. Under the Third Energy Package, the European Council has set the end of 2014 as the deadline for achieving power market price coupling throughout Europe. Market coupling is the integration of transmission allocation and energy trading across different countries or regions to facilitate cross-border exchanges of electricity. Market coupling should allow an optimal use of available capacity on interconnectors between national markets. It should also contribute to keep electricity prices down by matching excess generation with demand in another country. Any significant reduction in electricity prices which may result could have a material adverse effect on the Group's business, financial position, results of operations and business prospects. Conversely, over the longer term, and assuming a significant increase in interconnection, the greater use of interconnectors may support electricity prices available for wind generators when wind is strong.

In addition to the removal of barriers to cross-border trading, the energy regulator Ofgem considers that an efficient implementation of the European Target Model could require changes to the GB market arrangements, including defining electricity price zones according to structural transmission congestion rather than member state borders. This could mean separate energy price zones for

Scotland and England and Wales. This would have a significant impact on the GB electricity market and may mean a reduction in wholesale electricity prices in zones with surplus generation. Zonal pricing may result in a change in the terms of a wind farm's PPA. Market coupling and other regulatory initiatives may also lead to changes in how charges of use of the electricity networks are set including for transmission network use of system charges, transmission network losses and balancing services use of system charges. These changes may skew the current balance of locational charges in Great Britain to the detriment or benefit of individual generators depending on their technologies, connection voltages and locations.

As is detailed later, Northern Irish wind farms receive similar benefits to those in the rest of the UK, albeit power is sold into the All-Ireland Single Electricity Market (SEM). On 24 January 2012, the SEM Committee published a consultation paper – Proposals for Implementation of the European Target Model for the Single Electricity Market (SEM-12-004) – which set out the options for implementing the European Target Model on the island of Ireland. This paper essentially considered two broad options – the evolutionary (development of the current SEM legal framework to harmonise it with the European Target Model) and revolutionary (full scale review and replacement of the existing market arrangements with an entirely new legal structure and market design).

After a period of consultation, the SEM Committee published its decision paper "Next Step in Target Model Implementation" on 15 February 2013. It was approved by the DCENR (Department of Communications, Energy and Natural Resources) in Ireland and the DETI (Department of Enterprise, Trade and Investment) in Northern Ireland on 26 April 2013. The SEM Committee decided that:

(1) the European Target Model will be implemented in the SEM by 2016 in a coherent and stable manner;
(2) the 'evolutionary options' described in the consultation paper should not be pursued further; and
(3) the SEM high level design will "continue to be based on transparent, centralised trading arrangements with least-cost dispatch of total system load and centralised unit commitment. It will not rely on a process whereby market participants are required to enter into matched physical bilateral contracts and where there are financial penalties imposed for not doing so".

Given these high level principles, it is difficult to assess how the SEM might change over the coming years.

The SEM Committee has also been reviewing the rules around the treatment of renewables, in particular wind, in the SEM.

Under the current rules under the SEM, renewable generators are entitled to priority dispatch to the extent they choose to be "price takers". Most, if not all, wind farms choose to be "price takers". Constraint payments have been paid to generators for lost energy production if they were constrained down due to an instruction from the relevant Grid System Operator.

At existing levels of intermittent generation (including wind) in the SEM and on the electricity network on the island of Ireland, the concept of renewable generators who are price takers receiving constraint payments is not yet an issue. However, it is recognised that at increased levels of penetration of intermittent generation there may be a need to constrain output of individual wind generators because of local grid issues or to curtail output of individual wind generators or groups of generators because of system-wide issues, such as where the amount of generation with priority dispatch exceeds demand (renewable generators are entitled to priority dispatch). As the SEM currently treats generators with priority dispatch equally, the SEM considered it necessary to devise a mechanism to determine which generators would be dispatched and which would be constrained and/or to what degree they would be constrained.

A proposed decision was published 3 October 2012 by the SEM Committee recommending a solution where pro rata curtailment with a defined curtailment limit be adopted. The proposed decision was revised after having considered the responses to the consultation and a final decision was issued on 1 March 2013 (in the SEM Committee decision paper entitled "Treatment of Curtailment in Tie-break situations").

The SEM Committee has decided to implement pro rata curtailment with the removal of Dispatch Balancing Costs (DBC) compensation for curtailment by 1 January 2018.

This means that on the dispatch side, curtailment will be applied on a pro rata basis with no discrimination between firm and non-firm wind farms. This principle applies from the date of publication of the decision (i.e. 1 March 2013).

On the market side, payment for curtailment will continue until 31 December 2017. From 1 January 2018, DBC payments for curtailment will cease. The SEM has decided to implement this measure two years ahead of what was initially proposed.

The SEM had also considered implementing the removal of DBC incrementally but this was not retained in the final decision. The final decision also does not include a defined curtailment limit.

These new rules, once fully implemented, may affect revenue for wind farms located in Northern Ireland if they are constrained.

Separately, under the SEM arrangements in Northern Ireland, the total revenue available to renewable energy generators includes the System Marginal Price (SMP), Northern Ireland ROCs (NIROCs), LECs and capacity payments (Capacity Payments). Capacity Payments were introduced in SEM to enhance the security of electricity supply, encourage new investment in electricity generation capacity and retain existing peaking generation capacity. Except for Capacity Payments, the total level of revenue per MWh available to the renewable generators in Northern Ireland has historically been close to that in Great Britain as SMP adjusted for the Euro to Pound Sterling exchange rate has been close to the wholesale price of electricity in Great Britain and NIROCs have traded at the levels similar to ROCs. SEM and Capacity Payments are further described in Part III of this Prospectus.

The Commission for Energy Regulation (CER) in Northern Ireland has previously expressed the view that wind generators in SEM may be overcompensated by the Capacity Payments. A final decision paper in relation to the Capacity Payment Mechanism in SEM was published in March 2012. The changes are expected to reduce price volatility but may mean that the total amount of Capacity Payments available to generators in Northern Ireland will reduce in the future. The payments to individual wind generators may further reduce due to growth in installed wind capacity. Either of these eventualities (if they take place to a greater extent than provided for in the model – see “Risks relating to financial modelling”) may have a material adverse effect on the relevant SPV and returns to the Group.

Typically, the volume of electricity generation from wind is higher in the winter months when wholesale power pricing tends to be higher. Historically, this has meant that the generation-weighted average power price that has been realised has been higher than the time-weighted average power price. There is a risk, in the long term, that with an increasing proportion of generating plants with very low short-run marginal costs (such as wind and nuclear power) coming onstream that low or even negative wholesale electricity prices will be seen at times of high wind production and as result the generation-weighted average power price realised will no longer be higher than the time-weighted average power price assumed in the financial model and could be lower. The Investment Manager seeks to mitigate this risk by either (a) entering into PPAs that, where possible, use longer term price indices, which are not affected by short term volatility or (b) assuming appropriate discounts to the time-weighted average power price in the financial model. There is a risk that the Investment Manager has not been sufficiently conservative in its assumptions.

Risks relating to changes in the electricity charging regime

Charges relating to the connection to and use of the electricity transmission and distribution networks and relating to balancing of the electricity supply and demand form (whether directly or indirectly through power purchase arrangements) part of a generator's operating costs. If proposals result in an increase in charges or a decrease in embedded benefits, this may adversely impact on the business, financial position, results of operations and business prospects of the Group.

Ofgem has been reviewing transmission charging and the connection arrangements of new (including low carbon) generation for a number of years (Project TransmiT). Ofgem reached a minded-to position on 1 August 2013 for amending the transmission charging methodology which if implemented would likely result in a narrowing of “the difference in generation tariffs between the north and south of Britain. Tariffs in the north will decrease whilst tariffs in the south will increase relative to the status quo.”

If adopted, the proposal to amend transmission charging would come into force in April 2016, although this amendment would only affect transmission connected generators but not generators connected to the distribution system. All plants currently in the Portfolio are distribution connected.

The cost of losses from the transmission system is currently socialised and borne by volume by generators and suppliers. Various proposals have been made in recent years for the costs of losses to be regionalised and adjusted for season. If such a change were to be adopted the cost of losses could change materially for individual generators depending on their location and technology.

Balancing Services Use of System (BSUoS) charges recover the costs incurred by National Grid Electricity Transmission plc (NGET) in balancing the system in its role as System Operator. In October 2012, NGET published a modification proposal to the CUSC in order to align GB market arrangements with other EU member states by removing BSUoS from GB generators and, instead, recovering BSUoS charges from GB suppliers only. They are presently shared 50-50 between transmission connected generators and demand. Ofgem considered the proposal submitted by NGET and published an impact assessment and its minded-to position to reject the amendment proposal in November 2013. This was followed by a period of consultation until mid-January 2014. The consultation is now closed and awaiting a response.

Although not relevant to the offshore wind farm asset within the Portfolio, Rhyl Flats Wind Farm (as its offshore connection is 33kV), the OFTO regime (described below) may be relevant to Further Investments in offshore wind farms by the Group. Wind farms that are built offshore are connected to the onshore electricity network through offshore transmission cables. Such wind farms whose connection is high voltage (i.e. 132kV and above) are subject to a new regulatory regime for offshore transmission networks. Transmitting electricity offshore at 132kV and above is a prohibited activity without a licence, and companies have to tender for the award of a licence to be the Offshore Transmission Owner (OFTO) of particular offshore networks.

An OFTO recovers its allowed owner transmission revenue from NGET, subject to restrictions and adjustments on such revenue. NGET is able to provide this revenue to the OFTO regime from the TNUoS charges it levies on transmission users. Generators are liable to pay TNUoS charges. In certain circumstances, an OFTO's allowed transmission owner revenue may be adjusted, for example where there has been a change in legal requirements as to decommissioning or an event of force majeure results in a change in the OFTO's costs. Under the terms of the OFTO licence certain increased costs (or costs savings) might be passed through to users of the relevant offshore connection (including offshore wind farms) via TNUoS charges (rather than being socialised across all users). An increase in TNUoS charges may adversely impact on the business, financial position, results of operations and business prospects of the Group.

All generators in Great Britain that are parties to the Balancing and Settlement Code (BSC) are incentivised to match their sales of electricity represented by nominations with the actual electricity generated during each half-hourly Settlement Period. Failure to do so in circumstances where the generator produces less than its nominations results in the generator being liable to pay a cash out price (usually higher than the market price for traded electricity) in respect of any volume shortfall. The generator may receive, but potentially could have to pay, a cash out price for any imbalance excess (where its generation exceeds its nominations), but even if positive this is likely to be lower than the market price for traded electricity. Generators are therefore strongly incentivised to predict accurately their likely output up to one hour in advance of real time and to make matching contract nominations, which they are required to date one hour ahead of the delivery period. All generators suffer such penalties in cases of unplanned outages, but due to variable wind speeds wind farms are susceptible to incurring imbalance costs even during normal operation.

When their output is contracted to an offtaker under a PPA, wind farms usually transfer all risk of imbalance costs to the offtaker (in return for a discount on the market price). The assets comprising the Portfolio have contracted their power to offtakers under PPAs, which transfer imbalance risk to the offtakers. To the extent this is not the case with Further Investments, or where the Group chooses not to enter into a PPA for a wind farm and decides to trade its power on a merchant basis, it is likely to incur imbalance costs which may be substantial depending on the accuracy of its forecasts.

In August 2012 Ofgem launched the Electricity Balancing Significant Code Review, a wide-ranging review of balancing arrangements, including imbalance charges. Ofgem issued a draft policy

statement in early summer 2013 with the final policy decision published in May 2014. The package of reforms includes:

Making cash-out prices ‘marginal’ by calculating them using the most expensive action the system operator takes to balance the system
Including a cost for disconnections and voltage reduction in the cash-out price calculations based on the Value of Lost Load (VoLL) to consumers, and correct supplier imbalance volumes for disconnections
Improving the way reserve costs are priced by reflecting the value reserve provided to consumers at times of system stress. To achieve this, Ofgem will introduce a Reserve Scarcity Pricing (RSP) function that prices reserve when it is used based on the prevailing scarcity on the system
Moving to a single cash-out price for each settlement period to simplify the arrangements and reduce imbalance costs, in particular for smaller parties.

The various reforms will be implemented in stages from as early as winter 2014/15 to early winter 2018/19. Where imbalance risk has not been transferred to the offtaker in respect of a wind farm, a change in balancing arrangements which introduces sharper cash-out price signals could have a material adverse effect on the Group's business, financial position, results of the operations and business prospects. Imbalance risk has been transferred to the offtaker in respect of all of the wind farms in the Portfolio.

Distribution use of system (DUoS) charges are also levied by the distribution network operators (DNOs) on generators that connect to their networks. A complex process has led to a situation where generators that connected after 2005 must pay DUoS charges, while those that connected before that date benefit from a 25-year exemption from charges from their date of connection (though they can opt in if they choose). Charges can be positive or negative depending on the location and operating profile of the generator and recent experience has seen significant year-on-year swings for individual generators.

Risks relating to the potential independence of Scotland

Notwithstanding the negative outcome of the referendum on the independence of Scotland held on 18 September 2014, there may nonetheless be further calls for a referendum with respect to the independence of Scotland in the future. The Group could face potential, significant uncertainty if any such referendum is called for in the future. The effect on the Group's assets could be far reaching if the Scottish Executive were to be given individual autonomy, particularly as this could lead to a division of the GB electricity market and new renewable energy policies or legislation. The current Scottish Executive is supportive of renewable energy and current renewable energy policies and Scotland has very substantial renewable energy resources. However, the policy of any future administration in respect of renewable energy cannot be known at this time. Any future move to Scottish independence could have an adverse effect on the business, financial position, results of operations and business prospects of the Group.

Risks relating to wind conditions

The profitability of a wind farm is dependent on the wind conditions at the particular site. Accordingly, the Group's revenues will be dependent upon the wind conditions at the wind farms owned by the Group, and wind conditions at any site can vary materially across seasons and years. Variations in wind conditions occur as a result of fluctuations in wind currents on a daily, monthly and seasonal basis, and over the long term as a result of more general changes in climate. The wind performance of different areas of the UK are not completely uncorrelated, as at times weather patterns sitting across the whole of the UK are likely to have an influence on revenues generated by wind farms across the whole of the UK and its offshore renewable energy zone. Wind conditions may also be affected by man-made obstructions constructed in the vicinity of a wind farm, including extensions to the wind farm or nearby buildings.

The Company cannot guarantee the accuracy of forecasting or the reliability of the forecasting models, or that data collected will be indicative of future wind conditions. Forecasting can be inaccurate due to wind measurement errors, or errors in the assumptions applied to the forecasting model, in particular, forecasters look at long term data and there can be short term fluctuations.

Where applicable, production data from the Portfolio was made available to the Investment Manager and the Company's advisers to review prior to acquisition. Where applicable, production data will also be made available for review by the Investment Manager and the Company's advisers before Further Investments are made. Such production data should inform the Investment Manager and the Company's advisers about how the wind farms concerned actually perform. At the time of purchase, five of the wind farms in the Portfolio (Cotton Farm Wind Farm, Earl's Hall Farm Wind Farm, Kildrummy Wind Farm, Maerdy Wind Farm and Middlemoor Wind Farm) had only recently entered into operation. As a result, only limited operational data was available. Operational data provides important input to the forecast net load factor. The Company has thus agreed with the Vendors of these wind farms that a "Wind Energy True-up" will apply once two years' operational data has become available (the net load factor will be reforecast based on all available data and the purchase price will be adjusted, subject to de minimis thresholds and caps). The effect of this "Wind Energy True-up" is that the purchase prices for these wind farms will be adjusted so that the purchase prices are based on a two year operational track record.

If the Group has an interest in a wind farm which proves to have lower wind resources than anticipated, that wind farm is likely to generate lower electricity volumes and lower revenue than anticipated, which could have a material adverse effect on the Group's business, financial position, results of operations and business prospects. Similarly, a sustained decline in wind conditions at any wind farm could lead to a reduction in the electricity generated which would have a material adverse effect on the Group's business, financial position, results of the operations and business prospects.

Risks relating to the Group's operation and maintenance contracts

The Group is dependent upon operation and maintenance contractors for the operation and maintenance of wind farm projects. The Group's ability to invest in and operate wind farm projects could be adversely affected if the contractors with whom the Group wishes to work do not have sufficient capacity to work with the Group on its chosen projects. In addition, if a contractor's work was not of the requisite quality, this could have an adverse effect on projects in which the Group is invested and might not only reduce financial returns but could adversely affect the Group's reputation.

The contracts governing the operation and maintenance of wind farms are generally negotiated and entered into at the time the contract for the construction of the wind farm is executed, typically with a duration of five years from completion of construction of the wind farm. Upon expiry there is no assurance that contracts can be negotiated on similar terms and less favourable terms could result in increased operation and maintenance costs. Whilst the Investment Manager has assumed some increased costs for the new contracts to be entered into on expiry, in the event the cost of operation and maintenance of a wind farm substantially increases over and above those costs currently assumed, it could have a material adverse effect on the Group's business, financial position, results of operations and business prospects.

Where an operation and maintenance contractor, or any other contractor, needs replacing, whether due to expiry of an existing contract, insolvency, poor performance or any other reason, the Group will be required to appoint a replacement contractor. Any such replacement contractor may be more expensive (to a greater extent than set out in the model - see "Risks relating to financial modelling") and there is a further risk that finding a suitable contractor may take a long time, which could potentially lead to downtime for the relevant asset. This could have a material adverse effect on the Group's financial position, results of operation and business prospects and any risk to the Group may be amplified in the context of offshore wind farms where the market is less mature and as such, there may be fewer suitable contractors.

Risks relating to the performance of equipment used in the operation of wind farms

The Group's revenues will depend upon the availability and operating performance of the equipment used on wind farms within its portfolio, such as gear boxes, rotor blades and transformers. A defect or a mechanical failure in the equipment, or an accident which causes a decline in the operating performance of a wind turbine and the availability of such equipment will directly impact upon the revenues and profitability of that wind farm. The Investment Manager has incorporated an estimate of operating cost spend and turbine availability into its modelling of the wind farms within the Portfolio, based on advice received from the Company's advisers. It should

be noted, however, that as described below modelling can be inaccurate due to differences between estimates and actual performances or errors in the assumptions used.

The impact on the Group of any failure of or defect in the equipment used in the operation of its wind farms will be reduced to the extent that the Group has the benefit of any warranties or guarantees given by an equipment supplier which cover the repair and/or replacement cost of failed equipment. Warranties and performance guarantees typically only apply for a limited period, and may also be conditional on the equipment supplier being engaged to provide maintenance services to the project. Performance guarantees may also be linked to certain specified causes and can exclude other causes of failure in performance, such as unscheduled and scheduled grid outages. Should equipment fail or not perform properly after the expiry of any warranty or performance guarantee period and should insurance policies not cover any related losses or business interruption (see further below) the Group will bear the cost of repair or replacement of that equipment.

In addition, the timing of any payments under warranties and performance guarantees may result in delays in cashflow.

Failure of equipment and decline in operating performance resulting in decreases in production, as well as the costs of repairing or replacing equipment (to a greater extent than provided for in the model (which contains estimates of failure rates and repair costs) – see “Risks relating to financial modelling”), could have a material adverse effect on the Group's business, financial position, results of operations and business prospects.

Compared to onshore wind farms, accessing offshore wind farms can take longer due to the inability to access wind farms during adverse weather. Further, equipment required to rectify offshore turbine failures (such as heavy lift jack-up barges) is more costly and takes longer to procure.

Offshore wind farms have greater load factors on average than onshore wind farms due to the wind usually being stronger offshore. Offshore wind farms also usually receive higher revenue per unit of production owing to greater green benefits. Thus, the revenue of an offshore wind farm foregone due to a failure is higher than that of an onshore wind farm. Slower access, more costly equipment, and higher average generation capacity imply that a failure of an offshore wind farm may have a larger impact on the Group's profitability and future prospects than that of an onshore wind farm. The Investment Manager has assumed a lower availability of the offshore wind farm in its modelling of the wind farms within the Portfolio, based on advice received from the Company's advisers. However, as described below, modelling can be inaccurate and there is a risk that the unavailability of the offshore wind farms is greater than advised by the Company's technical adviser and modelled by the Investment Manager.

In relation to Rhyl Flats Wind Farm, the Company's due diligence revealed that there had been a failure of the grouted connection between the monopile foundation and the transition piece (the Grouting Failure). Under the foundations contract, the foundations contractor retains liability for the whole of the foundation design, including any required remedial work, irrespective of who undertakes the work. In addition, in the Rhyl Flats SPA, RWE covenanted to keep Rhyl Flats SPV whole against the cost of any remedial work and associated downtime, subject to certain caps. The Company's technical adviser has positively assessed the rectification design solution and potential rectification costs. Notwithstanding the fact that the agreed caps include a substantial buffer over those estimates confirmed by the Company's technical adviser, there is a risk that the technical adviser has underestimated these costs. The grouting remediation work has progressed well, on schedule and is materially complete.

Risks relating to untested nature of long term operational environment

Given the long term nature of wind farm investment, and the fact that wind farms and particularly offshore wind farms are a relatively new investment class (commercial wind farm investments have been made in the UK market since the 1990's, with offshore wind farm investments having only been made in the UK market since 2003), there is limited experience of the long term operational problems that may be experienced in the future and which may affect wind farms and the SPVs and, therefore, the Group's investment returns.

Risks relating to the operational life-span of the wind turbines

Wind turbines are expected to operate for 25 years from installation and whilst in practice wind turbines might operate for longer periods, no residual value or re-powering benefit beyond this has been modelled. Offshore wind turbines may have shorter life-spans than onshore or require significantly more maintenance expenditure to ensure a similar period of operations. In the event that the wind turbines do not operate for the period of time assumed by the Investment Manager or require significantly more maintenance expenditure than assumed in its business model, it could have a material adverse effect on the business, financial position, results of operations and business prospects of the Group.

In its modelling of the wind farms within the Portfolio, the Investment Manager has assumed no residual value in relation to the wind farms including any relating to repowering or life extension. In relation to onshore wind farms within the Portfolio, an assumption has been made that the scrap value of the turbines and towers would offset any decommissioning costs. In relation to Rhyl Flats Wind Farm, provision for decommissioning costs has been made in the financial model. The Group may incur decommissioning costs at the end of the life of a wind farm, the quantum of which is uncertain, which may not be offset against any scrap value or re-powering benefits.

Risks relating to maintaining the connections of offshore and onshore wind farms to the electricity transmission and distribution network

In order to export electricity, a wind farm must be and remain connected to the electricity network. This may involve a connection to the transmission and distribution networks or either of them, depending on the circumstances of a particular wind farm. Accordingly, a wind farm must have in place the necessary connection agreements and comply with their terms in order to avoid potential disconnection or de-energisation of the relevant connection point.

Risks relating to constraint or curtailment

A risk inherent to the connection to any electricity network is the limited recourse a generator has to the network operator if the wind farm is constrained off the system. In certain specified circumstances, NGET, as system operator, can require generators (or the electricity suppliers registered as being responsible for their metering systems, or distribution system operators) to curtail their output or de-energise altogether. Large projects which participate in the balancing mechanism would be compensated because the mechanism for curtailment would be to accept a bid/offer pair that has been submitted by the project. However, most smaller projects (including projects in which the Group may invest) do not participate in the balancing mechanism and therefore may not be compensated for such curtailment or, the circumstances in which compensation would be payable are limited and the amounts payable are not sufficient to cover any losses of revenue.

It should be noted that participating in the balancing mechanism entails a certain degree of risk (especially for renewable projects that are not controllable) and wind farms usually transfer balancing functions to the offtaker.

Inflation/deflation

The revenues and expenditure of wind farm projects are frequently partly or wholly subject to indexation. From a financial modelling perspective, an assumption is made that inflation will increase at a long term rate. The Company's ability to meet targets and its investment objective may be adversely or positively affected by inflation and/or deflation. An investment in the Group is not necessarily appropriate for investors seeking correlation of investment returns with inflation or deflation.

Dependence upon key individuals and generally upon management of the Investment Manager

The ability of the Company to achieve its investment objective depends heavily on the managerial experience of the management team associated with the Investment Manager, and more generally on the Investment Manager's ability to attract and retain suitable staff. The Board will have broad discretion to monitor the performance of the Investment Manager or to appoint a replacement but the Investment Manager's performance or that of any replacement cannot be guaranteed.

The Investment Manager may allocate some of its resources to activities in which the Group is not engaged or key personnel could become unavailable due, for example, to death or incapacity, as

well as due to resignation. There may be regulatory changes in the area of tax and employment that affect pay and bonus structures and may have an impact on the Investment Manager's ability to recruit and retain staff. In the event of any departure for any reason, it may take time to transition to alternative personnel, which ultimately might not be successful. The impact of such a departure on the ability of the Investment Manager to achieve the investment objective of the Company cannot be determined.

Payments to the Investment Manager

The LLP Agreement contains a provision which may result in a payment to the Investment Manager of 1.2 per cent. of current Net Asset Value and an additional payment of one per cent. of the offer price if the offer price is above a floor (see Part VI and paragraphs 12.16 to 12.24 of Part IX of this Prospectus for further details) following a takeover of the Company and the delisting of the Ordinary Shares. The Investment Manager may also receive payment in relation to any outstanding notice period albeit the notice period under the Investment Management Agreement is reduced by up to 22 months depending on the size and timing of the payment to the Investment Manager as summarised in Part VI of this Prospectus. Whilst the Board do not expect that the terms of such a payment is likely to result in any offer or bona fide possible offer being frustrated or in shareholders being denied the opportunity to decide upon such an offer on its merits, it is possible that this payment may discourage, delay, or prevent a third party from acquiring all or a large portion of the Ordinary Shares in the Company through an acquisition, merger, or similar transaction.

If the Investment Manager has terminated the Investment Management Agreement upon immediate notice where the Company is put into liquidation (other than with the agreement of the Investment Manager), where the Company materially breaches its obligations under the Investment Management Agreement or where the Company causes the loss of its listed or investment trust status, the Investment Manager may be entitled to a payment equal to 1.1 per cent. per annum multiplied by the Net Asset Value for a deemed notice period, as if it had served the remaining period of full notice (which could be up to a maximum of five years during the initial lock-in period).

Such payments could reduce the amounts receivable by Shareholders in those circumstances and the initial five year notice period for termination by the Company of the Investment Management Agreement could make it costly to terminate the Investment Management Agreement.

Risks relating to the Investment Management Agreement

Pursuant to the terms of the Investment Management Agreement, in the event that there is any finding that the Transfer of Undertakings (Protection of Employment) Regulations 2006 (TUPE) have taken effect upon termination of the Investment Management Agreement, the Company agrees to use its reasonable endeavours to procure that any replacement investment manager employ the employees of the Investment Manager so affected by TUPE. Such obligation on the Company may make it more difficult for the Company to engage a suitable Investment Manager on satisfactory terms or make it more expensive for the Company to do so. Either of these eventualities may affect the financial performance of the Company and may make it more expensive for the Company to replace the Investment Manager.

BIS Side Letter

The Company and the Investment Manager have respectively entered into a side letter with BIS making certain representations in relation to the intended conduct of the Group's affairs whilst BIS holds more than five per cent. of the Ordinary Shares. There is a risk that compliance with these provisions, to the extent they impose more onerous requirements on the Company than would be the case under the applicable laws and regulations to which the Company and the Investment Manager are subject, may inhibit the Company's activities and its ability to achieve returns for the benefit of Shareholders.

Competition for Further Investments

The growth of the Group depends upon the ability of the Investment Manager to identify, select and execute Further Investments which offer the potential for satisfactory returns. The availability of suitable investment opportunities will depend, in part, upon conditions in the UK onshore and offshore wind farm markets. There can be no assurance that the Investment Manager will be able

to identify and execute suitable opportunities to permit the Company to expand its portfolio of wind farm projects.

In addition, the Group faces significant competition for assets in the wind energy sector. Large European and international utility companies are participants in the wind energy sector, and many of the Group's competitors have a long history in the wind energy sector, as well as greater financial, technical and human resources. Competition for appropriate investment opportunities may therefore increase, thus reducing the number of opportunities available to, and adversely affecting the terms upon which investments can be made by, the Group, and thereby limiting the growth potential of the Group.

Conflicts of interest

The Investment Manager may be involved in other financial, investment or professional activities that may on occasion give rise to conflicts of interest with the Company. In particular, it currently serves another client, and expects to continue to provide investment management, investment advice or other services in relation to that client and new companies, funds or accounts that may have similar investment objectives and/or policies to that of the Company and may receive ad valorem and/or performance-related fees for doing so.

As a result, the Investment Manager may have conflicts of interest in allocating investments among the Company and its other clients and in effecting transactions between the Company and its other clients. The Investment Manager may give advice or take action with respect to its other clients that differs from the advice given or actions taken with respect to the Company.

There is a risk that, as the Investment Manager's fees are based on Net Asset Value, the Investment Manager may be incentivised to grow the Net Asset Value, rather than just the value of the Ordinary Shares.

Further information on conflicts of interest is set out in Part V of this Prospectus.

Risks relating to the Company's share price performance and target returns and dividends

Prospective investors should be aware that the periodic distributions made to Shareholders will comprise amounts periodically received by the Company in repayment of, or being distributions on, its investment in wind farm projects and other investment entities, including distributions of operating receipts of investment entities. Although it is envisaged that receipts from wind farm projects over the life of the Company will generally be sufficient to fund such periodic distributions and repay the value of the Company's original investments in the wind farm projects or other investment entities over the long term, this is based on estimates and cannot be guaranteed.

The Company's target returns and dividends for the Ordinary Shares is based on assumptions which the Board considers reasonable. However, there is no assurance that all or any assumptions will be justified, and the returns and dividends may be correspondingly reduced. In particular, there is no assurance that the Company will achieve its stated policy on returns and dividends or distributions (which for the avoidance of doubt are guidance only and are not hard commitments or profit forecasts).

The Company's target dividend and future distribution growth will be affected by the Company's underlying investment portfolio and the availability of distributable reserves. Any change or incorrect assumption in relation to the dividends or interest or other receipts receivable by the Company (including in relation to projected power prices, wind conditions, availability and operating performance of equipment used in the operation of wind farms within the Company's portfolio, ability to make distributions to Shareholders (especially where the Group has a minority interest in a particular wind farm) and tax treatment of distributions to Shareholders) may reduce the level of distributions received by Shareholders. In particular, prospective investors should refer to the information set out in Part VIII of this Prospectus including the requirements of the Company to continue to be eligible to qualify as an investment trust. In addition any change in the accounting policies, practices or guidelines relevant to the Group and its investments may reduce or delay the distributions received by investors.

To the extent that there are impairments to the value of the Group's investments that are recognised in the Company's income statement, this may affect the profitability of the Company (or lead to losses) and affect the ability of the Company to pay dividends.

Whilst the BIS Side Letter remains in force, the Company has agreed certain restrictions be placed on it in relation to putting in place debt financings and long term debt financings in particular. Such constraints on financing mean if BIS did not consent to such financing, it may affect the Company's ability to effect an optimal financing and to grow the Net Asset Value.

Ability to finance Further Investments and enhance Net Asset Value growth

To the extent that it does not have cash reserves available for investment, the Group will need to finance Further Investments either by borrowing or by issuing further Shares. There can be no assurance that the Group may be able to borrow or refinance on reasonable terms or that there will be a market for further Shares. Any borrowing by the Company will have to comply with the Group's limits on borrowing in its investment policy.

The ability of the Company to deliver enhanced returns and consequently realise expected real Net Asset Value growth is dependent on access to debt facilities. Please see risk entitled "Risks relating to leverage of the Group" for further information. There can be no assurance that the Group will be able to borrow on reasonable terms.

Risks relating to financial modelling

Wind farm acquisitions rely on large and detailed financial models to support their valuations. There is a risk that errors may be made in the assumptions or methodology used in a financial model. In such circumstances the returns generated by any wind farm acquired by the Group may be different to those expected.

Risks relating to the Acquisition Agreements

Under the Acquisition Agreements the Vendors have provided various warranties for the benefit of Holdco in relation to the Acquisitions. Such warranties are limited in extent and are subject to disclosure, time limitations, materiality thresholds and a liability cap. To the extent that any material issue is not covered by the warranties or is excluded by such limitations or exceeds such cap, Holdco will have no recourse against the Vendors. Even if Holdco does have a right of action in respect of a breach of warranty, there is no guarantee that the outcome to any claim will be successful, or that Holdco will be able to recover anything from the Vendors.

At the time of purchase, five of the wind farms in the Portfolio (Cotton Farm Wind Farm, Earl's Hall Farm Wind Farm, Kildrummy Wind Farm, Maerdy Wind Farm and Middlemoor Wind Farm) had only recently entered into operation. As a result, only limited operational data is available. Operational data provides important input to the forecast net load factor. The Company has thus agreed with the Vendors of these wind farms that a "Wind Energy True-up" will apply once two years' operational data has become available (the net load factor will be reforecast based on all available data and the purchase price will be adjusted, subject to de minimis thresholds and caps). The effect of this "Wind Energy True-up" is that the purchase prices for these wind farms will be adjusted so that the purchase prices are based on a two year operational track record. There is a risk that the "Wind Energy True-up" will result in a purchase price that is outside of the cap in the Acquisition Agreement, a cap that was set following consultation with technical advisers. In such circumstances, any amount above the cap would not be recovered from the relevant Vendor and accordingly may adversely affect the return from that wind farm to the Company and therefore to Shareholders.

Risks relating to purchasing wind farms

Prior to the acquisition of a wind farm or any entity that holds a wind farm, the Company and its advisers (together with the Investment Manager) will undertake commercial, financial, technical and legal due diligence on the assets. Notwithstanding that such due diligence is undertaken, such diligence may not uncover all of the material risks affecting the wind farm or entity, as the case may be, and/or such risks may not be adequately protected against in the acquisition documentation. In the event that material risks are not uncovered and/or such risks are not adequately protected against, this may have a material adverse effect on the Group.

Technical analysis of the build quality, lifecycle costs and asset life will be undertaken by the technical advisers for all components of the wind farms, including cabling, foundations, turbines, blades and control systems. It is not intended that the equipment and systems purchased will rely substantially on new technology and it is expected that they will have a significant track record in other wind farms. On acquisition, it is expected that the relevant equipment will also have

demonstrated operational performance. Even so, components such as cabling, turbines, blades and control systems amongst others can fail and repair or replacement costs, in addition to the costs of lost production, can be significant. The Investment Manager has incorporated an estimate of downtime and maintenance cost spend into its modelling of the wind farms within the Portfolio, based on advice received from the Company's advisers. It should be noted, however, that as described above modelling can be inaccurate due to differences between estimates and actual performances or errors in the assumptions used.

Risks relating to insurance

Wind farms generally take out insurance to cover the costs of repairs, business interruption and third party liability. However it is not possible to guarantee that insurance policies will cover all possible losses resulting from outages, failure of equipment, repair and replacement of failed equipment, environmental liabilities or legal actions brought by third parties. The uninsured loss, or loss above limits of existing insurance policies could have an adverse effect on the business, financial position, results of operations and business prospects of the Group.

If insurance premium levels increase, the Group may not be able to maintain insurance coverage comparable to that currently in effect or may only be able to do so at a significantly higher cost. An increase in insurance premium cost could have an adverse effect on the Group's business, financial position, result of operations and business prospects.

Major disaster

The performance of the Group may be affected by reason of events such as radioactive, chemical or biological contamination, environmental disasters such as fires or earthquakes and acts of terrorism which are outside its control. The occurrence of such events may have a variety of adverse consequences for the Group, including risks and costs related to the damage or destruction of property, suspension of operation and injury or loss of life, as well as litigation related thereto. Such risks may not be insurable or may be insurable only at rates that the Group deems uneconomic.

Risks relating to harm to the natural environment

Wind farms may cause environmental hazards or nuisances to their local human populations, flora and fauna and nature generally. The noise of turbine blades may cause a nuisance to the local (human) population. Turbine blades may also cause harm to local bird or bat populations. The Company cannot guarantee that its wind farms will not be considered a source of nuisance, pollution or other environmental harm or that claims will not be made against the Group in connection with its wind farms and their effects on the natural environment. This could also lead to increased cost of compliance and/or abatement of the generation activities for affected wind farms.

Risks relating to environmental liabilities

To the extent there are environmental liabilities arising in the future in relation to any sites owned or used by a wind farm operating company including, but not limited to, clean-up and remediation liabilities, such company may, subject to its contractual arrangements, be required to contribute financially towards any such liabilities, and the level of such contribution may not be restricted by the value of the sites or by the value of the Company's total investment in the wind farm operating company. In the UK, legislation enables the Secretary of State to require the developer or operator of an offshore renewable energy installation to prepare a decommissioning programme and to provide security for the decommissioning costs in such at such time and such amount as he may specify. The Secretary of State may require the decommissioning programme to go further (for example, by complete removal of foundations rather than cutting them off a short distance below the sea bed), or he may require greater security to be provided, than anticipated by the Group. Should the Group be required to perform a more extensive decommissioning programme or provide additional security to that anticipated, this may have a material adverse effect on the business, financial position, results of operations and business prospects of the Group.

Risks relating to health and safety

The physical location, construction, maintenance and operation of a wind farm pose health and safety risks to those involved. Wind farm construction and maintenance may result in bodily injury or industrial accidents, particularly if an individual were to fall from a great height, fall or be

crushed in transit from a vessel to an offshore tower or be electrocuted. If an accident were to occur in relation to one or more of the Group's wind farms, the Group could be liable for damages or compensation to the extent such loss is not covered under existing insurance policies. Liability for health and safety could have a material adverse effect on the business, financial position, results of operations and business prospects of the Group.

Market value of investments and valuations

Returns from the Group's investments will be affected by the price at which they are acquired. The value of these investments will be (amongst other risk factors) a function of the discounted value of their expected future cash flows, and as such will vary with, inter alia, movements in interest rates and the competition for such assets.

A valuation is only an estimate of value and is not a precise measure of realisable value. Ultimate realisation of the market value of an asset depends to a great extent on economic and other conditions beyond the control of the Company, and valuations do not necessarily represent the price at which an investment can be sold or that the assets of the Group are saleable readily or otherwise. It follows that some inequality may arise between departing, continuing and new investors.

All calculations made by the Administrator and the Investment Manager will be made, in part, on valuation information provided by the companies in which the Company has invested and, in part, on financial reports provided by the Investment Manager. Although the Administrator and the Investment Manager will evaluate all information and data provided by the companies in which the Company has invested, they may not be in a position to confirm the completeness, genuineness or accuracy of such information or data. In addition the financial reports, where not provided by the Investment Manager, are typically provided on a quarterly or half yearly basis only and generally are issued one to four months after the end of the relevant quarter. Consequently, each quarterly Net Asset Value will contain information that may be out of date and require updating and be incomplete. Shareholders should bear in mind that the actual net asset values may be materially different from these quarterly estimates. Further details in relation to the valuation policy of the Company are set out in Part VI of this Prospectus.

Risks relating to control of investments

Holdco owns and controls 100 per cent. of some of the wind farm operating companies within the Portfolio (Bin Mountain SPV, Carcant SPV, Cotton Farm SPV, Earl's Hall Farm SPV, Kildrummy SPV, Maerdy SPV and Tappaghan SPV).

Holdco has a 51.6 per cent. interest in SYND Holdco Limited, which owns 100 per cent. of the issued share capital of each of Drone Hill SPV, North Rhins SPV, Sixpenny Wood SPV and Yelvertoft SPV.

Holdco also owns minority shareholdings in certain wind farm operating companies, and in these cases it will be limited in the amount of control it has over the operation of those wind farms and ownership of the other shares in those wind farms. Holdco owns a 50 per cent. interest in Braes of Doune Wind Farm through its 50 per cent. interest in Braes of Doune SPV, with an investment fund managed by Hermes GPE LLP holding the other 50 per cent. interest (although the Investment Manager is providing investment management services for both shareholders). Holdco also has a 100 per cent. interest in ML Holdco Limited, which, in turn has a minority interest in Middlemoor Wind Farm and Lindhurst Wind Farm through its 49 per cent. interest in Middlemoor Lindhurst SPV, with RWE holding the other 51 per cent. interest. Holdco has a minority interest in the Little Cheyne Court Wind Farm through its 41 per cent. interest in Little Cheyne Court SPV, with RWE holding the other 59 per cent. interest. Holdco also has a 24.95 per cent. interest in the Rhyl Flats Wind Farm, through its 24.95 per cent. interest in Rhyl Flats SPV, with UKGIB holding an additional 24.95 per cent. and RWE holding the remaining 50.1 per cent. of Rhyl Flats SPV.

In addition, Further Investments may be made in companies that Holdco does not control.

The Group will have limited rights over the sales by other shareholders of their shares in wind farms where the Group is a minority shareholder, and in particular could become the sole minority shareholder in the Rhyl Flats wind farm in the event of a sale by the other shareholders of their entire stakes to a single shareholder.

Any contractual documentation entered into with co-investors will include finance and shareholders' agreements which will contain certain minority restrictions and protections. These protections may

limit the ability of the Group to have control over the underlying investments and the Group may, therefore, have only limited influence over material decisions taken in relation to any investment in which it is a minority shareholder. The interests of the Group and those of any co-investors (including majority shareholders) may not always be aligned and this may lead to investment decisions being taken that are not in the best interests of the Group.

Risks relating to substantial shareholders in the Company

From time to time, there may be Shareholders with substantial or controlling interests in the Company. Such Shareholders' interests may not be aligned to the interests of other Shareholders and such Shareholders may seek to exert influence over the Group. In the event that such Shareholders are able to exert influence to the detriment of other Shareholders, this may have an adverse effect on Shareholder returns. For so long as BIS holds at least five per cent. of the Ordinary Shares, the Company and the Investment Manager have agreed to comply with the BIS Side Letter, a summary of which is set out on paragraphs 12.59 to 12.78 of Part IX of this Prospectus.

Liquidity

Market liquidity in the shares of investment companies is frequently less than that of shares issued by larger companies traded on the London Stock Exchange. There can be no guarantee that a liquid market in the Ordinary Shares will exist. Accordingly, Shareholders may be unable to realise their New Shares at the quoted market price (or at the prevailing Net Asset Value per Ordinary Share), or at all.

The London Stock Exchange has the right to suspend or limit trading in a company's securities. Any suspension or limitation on trading in the Ordinary Shares may affect the ability of Shareholders to realise their investment.

Dilution

If an existing Shareholder does not subscribe under the Issue for such number of New Shares as is equal to his or her proportionate ownership of existing Ordinary Shares, his or her proportionate ownership and voting interests in the Company will be reduced and the percentage that his or her existing Ordinary Shares will represent of the total share capital of the Company will be reduced accordingly. Securities laws of certain jurisdictions may restrict the Company's ability to allow participation by Shareholders in the Issue.

There will, however, be no dilution of the Net Asset Value attributable to the existing Ordinary Shares as the Issue Price of the New Shares has been set at a premium to the net assets attributable to the existing Ordinary Shares.

Discount

The Ordinary Shares may trade at a discount to Net Asset Value and Shareholders may be unable to realise their investments through the secondary market at Net Asset Value. The Ordinary Shares may trade at a discount to Net Asset Value for a variety of reasons, including market conditions or to the extent investors undervalue the management activities of the Investment Manager or discount its valuation methodology and judgments of value. While the Board may seek to mitigate any discount to Net Asset Value through discount management mechanisms summarised in Part II of this Prospectus, there can be no guarantee that they will do so or that such mechanisms will be successful and the Board accepts no responsibility for any failure of any such strategy to effect a reduction in any discount.

Economic conditions

Changes in general economic and market conditions including, for example, interest rates, rates of inflation, industry conditions, competition, political events and trends, tax laws, national and international conflicts and other factors could substantially and adversely affect the Company's prospects and thereby the performance of its shares.

General counterparty risk

The Group is exposed to the possibility that counterparties within the Group's value chain may fail to perform their obligations in the manner anticipated by the Group, which may require the Group to seek alternative counterparties. Counterparties within the industry in which the Group operates

are limited and the Group may not be able to engage suitable replacements or suitably diversify those counterparties it engages. This may result in unexpected costs or a reduction in expected revenues for the Group.

Risks relating to leverage of the Group

The Group may incur indebtedness, the need to service which will have a first call on cashflows from investments. Whilst the use of leverage may offer the opportunity for enhanced returns to the Group, and thus additional capital growth, it also adds risk to the investment. For example changes in interest rates may affect the Group's returns. Interest rates are sensitive to many factors including government policies, domestic and international economic and political considerations, fiscal deficits, trade surpluses or deficits, regulatory requirements amongst others beyond the control of the Group. The Group's performance may be affected if it does not limit exposure to changes in interest rates through an effective hedging strategy. There can be no assurance that such arrangements will be entered into or that they will be sufficient to cover such risk.

Constraints on the availability of bank or bond debt and its pricing as a result of prevailing market conditions may affect the ability of the Group to raise or to refinance debt and in the absence of additional equity result in the Group having to forego acquisition opportunities or sell assets to avoid defaulting on its obligations.

In order to secure indebtedness, the Group may have to agree to covenants as to the Group's operation and financial condition. The covenants to which the Group may be subject are dependent on the market conditions and the bargaining position of the Group at the time of securing such indebtedness, as well as other factors. It is currently unknown what covenants the Group may have to agree to in order to secure indebtedness and such covenants may unduly constrain the Group's operations.

The Group may also have to offer security over its underlying assets in order to secure indebtedness. Any failure by the Group to fulfil obligations under any related financing documents (including repayment) may permit a lender to demand repayment of the related loan and to realise its security. In the event that such security involves the lender taking control (whether by possession or transfer of ownership) of the Group's underlying assets, the Group's returns may be adversely impacted.

In either case, this may have a material adverse effect of the Group's business, financial position, results of operations, business prospects and delivery of the Investment Objective.

Past performance

The past performance of the Company and the investments held by the Group or managed by the Investment Manager or its associates is not a reliable indication of the future performance of the investments held (and to be held) by the Group.

Concentration risk

The Company's investment policy is limited to investment in wind farm projects, the majority of which will be operating UK wind farm projects. This means the Group has a significant concentration risk relating to the UK wind sector. Significant concentration of investments in any one sector may result in greater volatility in the value of the Group's investments and consequently its Net Asset Value and may materially and adversely affect the performance of the Group and returns to Shareholders.

Costs forecasting and benchmarking

Investment decisions are based upon assumptions as to timing and ongoing costs of the Group. To the extent that the actual costs incurred differ from the forecast costs and cannot be passed on to contractors, the expected investment returns may be adversely affected.

Legal and regulatory

The Company must comply with the provisions of the CA 2006 and, as its existing Ordinary Shares are, and the New Shares will be, admitted to the Official List, the Listing Rules, and the Disclosure and Transparency Rules. A breach of the CA 2006 could result in the Company and/or the Board being fined or the subject of criminal proceedings. Breach of the Listing Rules could

result in the Company's shares being suspended from listing, which in turn would breach Chapter 4 of Part 24 CTA 2010.

The continued listing on the Official List of the Ordinary Shares is dependent on at least 25 per cent. of Ordinary Shares being held in public hands (as defined in the Listing Rules). This means that if greater than 75 per cent. of Ordinary Shares are held by, inter alia, the Board, persons connected with the Board, or persons interested in five per cent. or more of the Ordinary Shares, the listing of Ordinary Shares may be suspended or cancelled. The Listing Rules state that the UK Listing Authority may, in certain circumstances, allow a reasonable period of time for the Company to restore the appropriate percentage if this rule is breached once the Ordinary Shares are listed, but in the event that the listing is cancelled the Company would fail to obtain, or lose, its investment trust status.

Change in accounting standards, tax law and practice

The anticipated taxation impact of the proposed structure of the Group and its underlying investments is based on prevailing taxation law and accounting practice and standards. Any change in the tax status of any member of the Group or any of its underlying investments or in tax legislation or practice (including in relation to taxation rates and allowances) or in accounting standards could adversely affect the investment return of the Group.

Taxation risks

Representations in this document concerning the taxation of Shareholders and the Company are based on law and practice as at the date of this Prospectus. These are, in principle, subject to change and prospective investors should be aware that such changes may affect the Company's ability to generate returns for Shareholders and/or the taxation of such returns to Shareholders. If you are in any doubt as to your tax position you should consult an appropriate independent professional adviser.

Any change in the Company's tax status, or in taxation legislation or the taxation regime, or in the interpretation or application of taxation legislation applicable to the Company (including failure by the Company to satisfy the conditions of Chapter 4 of Part 24 CTA 2010) or the companies comprised in the portfolio, could affect the value of the investments held by the Company, the Company's ability to achieve its stated objective, the Company's ability to provide returns to Shareholders and/or alter the post-tax returns to Shareholders.

A number of countries have introduced beneficial tax and subsidy regimes to support the generation of renewable energy. In at least one instance this regime has been subject to retrospective change by the jurisdiction concerned. There is no guarantee such changes will not be introduced in the UK. Any such change could have a material adverse effect on the Group.

Chapter 4 of Part 24 Corporation Tax Act 2010

In order to qualify as an investment trust, the Company must comply with Chapter 4 of Part 24 CTA 2010. Were the Company to breach Chapter 4 of Part 24 CTA 2010, it could be expected not to obtain, or to lose, investment trust status and, as a consequence, capital gains accruing to the Company might be subject to tax.

The principal requirements to qualify as an investment trust under Chapter 4 of Part 24 CTA 2010 are that: (1) the Company is approved for the period by the Commissioners for HMRC; (2) the Company's business must consist of investing its funds in shares, land or other assets with the aim of spreading investment risk and giving members of the Company the benefit of the results of the management of its funds; (3) the Ordinary Shares must be admitted to trading on a Regulated Market; (4) the Company is not a venture capital trust (within the meaning of Part 6 of the Income Taxes Act 2007) or a UK REIT (within the meaning of Part 12 CTA 2010; (5) the Company is not a close company (as defined in Chapter 2 of Part 10 CTA 2010); and (6) the Company must not retain in respect of any accounting period an amount which is greater than 15 per cent. of its income.

Exchange controls and withholding tax

The Company may from time to time purchase investments that will subject the Company to exchange controls or withholding taxes in various jurisdictions. In the event that exchange controls or withholding taxes are imposed with respect to any of the Company's investments, the effect will

generally be to reduce the income received by the Company from such investments. Any reduction in the income received by the Company may lead to a reduction in the dividends, if any, paid by the Company.

United States (U.S.) Tax Withholding and Reporting under the Foreign Account Tax Compliance Act (FATCA)

Under the FATCA provisions of the U.S. Hiring Incentives to Restore Employment (HIRE) Act, where the Company invests directly or indirectly in U.S. assets, payments to the Company of U.S.-source income after 31 December 2013, gross proceeds of sales of U.S. property by the Company after 31 December 2016 and certain other payments received by the Company after 31 December 2016 will be potentially subject to 30 per cent. U.S. withholding tax unless the Company complies with FATCA. The UK has entered into an intergovernmental agreement with the U.S. Treasury which seeks to enable UK institutions to comply with FATCA by requiring them to report information to HMRC pursuant to legislation introduced by the Finance Act 2013. As the Shares will be regularly traded on the London Stock Exchange, it is not envisaged that the Company will have "financial accounts" such as would give rise to disclosure obligations. However, if this is not the case the Company may request information concerning Shareholders. The Company may incur costs in ensuring that it complies with FATCA.

If prospective investors are in any doubt as to the consequences of their acquiring, holding or disposing of New Shares, they should consult their stockbroker, bank manager, solicitor, accountant or other independent financial adviser.

IMPORTANT INFORMATION

The Prospectus should be read in its entirety before making any application for New Shares. In assessing an investment in the Company, investors should rely only on the information in this Prospectus. No person has been authorised to give any information or make any representations other than those contained in this Prospectus and, if given or made, such information or representations must not be relied on as having been authorised by the Company, the Board, the Investment Manager, RBC or Winterflood and any of their respective affiliates, directors, officers, employees or agents or any other person.

Without prejudice to any obligation of the Company to publish a supplementary prospectus, neither the delivery of this Prospectus nor any subscription or purchase of New Shares made pursuant to this Prospectus shall, under any circumstances, create any implication that there has been no change in the affairs of the Company since, or that the information contained herein is correct at any time subsequent to, the date of this Prospectus.

The Directors have taken all reasonable care to ensure that the facts stated in this document are true and accurate in all material respects, and that there are no other facts the omission of which would make misleading any statement in the document whether of facts or of opinion. All the Directors accept responsibility accordingly.

Any statements in this prospectus relating to UK Government policy are made by the Company based on its own knowledge and understanding. Neither The Secretary of State for Business, Innovation and Skills, in its role as shareholder in the Company, nor its officers or employees or any other person on his or its behalf, have in any way and should not be taken to have verified such statements.

Apart from the liabilities and responsibilities (if any) which may be imposed on RBC or Winterflood by FSMA or the regulatory regime established thereunder, none of RBC or Winterflood make any representation or warranty, express or implied, nor accept any responsibility whatsoever for the contents of this Prospectus including its accuracy, completeness or verification or for any other statement made or purported to be made by it or on its behalf in connection with the Company, the Investment Manager, the Ordinary Shares or the Issue. Each of RBC and Winterflood (and their respective affiliates, directors, officers or employees) accordingly disclaim all and any liability (save for any statutory liability) whether arising in tort or contract or otherwise which they might otherwise have in respect of this Prospectus or any such statement.

Each of the Managers and their respective affiliates may have engaged in transactions with, and provided various investment banking, financial advisory and other services for, the Company, the Investment Manager, the vendors of Further Investments or competitors of the Company (or any of their respective affiliates) for which they would have received fees. The Managers and their respective affiliates may provide such services to the Company, the Investment Manager, the vendors of Further Investments or competitors of the Company (and any of their respective affiliates) in the future.

RBC, together with RBS and Santander, provided £225 million to the Group towards acquiring the Portfolio. It is this third party debt that substantially all of the Net Issue Proceeds will be used to repay. A summary of the Acquisition Facility Agreement is set out in paragraphs 12.79 to 12.88 of Part IX of this Prospectus.

In connection with the Issue, each of the Managers and any of their affiliates acting as an investor for its or their own account(s), may subscribe for the New Shares and, in that capacity, may retain, purchase, sell, offer to sell or otherwise deal for its or their own account(s) in such securities of the Company, any other securities of the Company or other related investments in connection with the Issue or otherwise. Accordingly, references in this document to the New Shares being issued, offered, subscribed or otherwise dealt with, should be read as including any issue or offer to, or subscription or dealing by, each of the Managers and any of their affiliates acting as an investor for its or their own account(s). None of the Managers intends to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligation to do so.

Regulatory information

This Prospectus does not constitute an offer to sell, or the solicitation of an offer to subscribe for or buy New Shares in any jurisdiction in which such offer or solicitation is unlawful. The issue or circulation of this Prospectus may be prohibited in some countries.

The New Shares offered by this Prospectus may not be offered or sold directly or indirectly in or into the United States, or to or for the account or benefit of a U.S. Person (within the meaning of the U.S. Securities Act).

Prospective investors should consider carefully (to the extent relevant to them) the notices to residents of various countries set out on pages 156-157 of this Prospectus.

Investment considerations

An investment in the Company is suitable only for investors who are capable of evaluating the risks and merits of such investment, who understand the potential risk of capital loss and that there may be limited liquidity in the underlying investments of the Company, for whom an investment in the Ordinary Shares constitutes part of a diversified investment portfolio, who fully understand and are willing to assume the risks involved in investing in the Company and who have sufficient resources to bear any loss (which may be equal to the whole amount invested) which might result from such investment. Typical investors in the Company are expected to be institutional and sophisticated investors and private clients. Investors may wish to consult their stockbroker, bank manager, solicitor, accountant or other independent financial adviser before making an investment in the Company.

The contents of this Prospectus or any other communications from the Company, the Investment Manager, RBC or Winterflood and any of their respective affiliates, directors, officers, employees or agents are not to be construed as advice relating to legal, financial, taxation, investment or any other matters. Prospective investors should inform themselves as to:

the legal requirements within their own countries for the purchase, holding, transfer or other disposal of New Shares;
any foreign exchange restrictions applicable to the purchase, holding, transfer or other disposal of New Shares which they might encounter; and
the income and other tax consequences which may apply in their own countries as a result of the purchase, holding, transfer or other disposal of New Shares.

Prospective investors must rely upon their own representatives, including their own legal advisers and accountants, as to legal, tax, investment or any other related matters concerning the Company and an investment therein.

An investment in the Company should be regarded as a long term investment. There can be no assurance that the Company's investment objective will be achieved. It should be remembered that the price of securities and the income from them can go down as well as up.

All Shareholders are entitled to the benefit of, are bound by and are deemed to have notice of the provisions of the Articles of Association, which investors should review. A summary of the Articles of Association can be found in Part IX of this Prospectus.

Forward-looking statements

The Prospectus includes statements that are, or may be deemed to be, "forward-looking statements". These forward-looking statements can be identified by the use of forward-looking terminology, including the terms "believes", "estimates", "anticipates", "forecasts", "projects", "expects", "intends", "may", "will" or "should" or, in each case, their negative or other variations or comparable terminology. These forward-looking statements include all matters that are not historical facts.

All forward-looking statements address matters that involve risks and uncertainties and are not guarantees of future performance. Accordingly, there are or will be important factors that could cause the Company's actual results of operations, performance or achievement or industry results to differ materially from those indicated in these statements. These factors include, but are not limited to, those described in the part of this Prospectus entitled "Risk Factors", which should be read in conjunction with the other cautionary statements that are included in this Prospectus.

Any forward-looking statements in this Prospectus reflect the Company's current views with respect to future events and are subject to these and other risks, uncertainties and assumptions relating to the Company's operations, results of operations, growth strategy and liquidity.

Given these uncertainties, prospective investors are cautioned not to place any undue reliance on such forward-looking statements.

These forward-looking statements apply only as of the date of this Prospectus. Subject to any obligations under the Listing Rules, the Disclosure Rules and the Prospectus Rules, the Company undertakes no obligation publicly to update or review any forward-looking statement whether as a result of new information, future developments or otherwise. Prospective investors should specifically consider the factors identified in this Prospectus which could cause actual results to differ before making an investment decision.

The actual number of New Shares to be issued pursuant to the Issue will be jointly determined by the Managers and the Company. In such event, the information in this Prospectus should be read in light of the actual number of New Shares to be issued in the Issue.

Nothing in the preceding paragraphs should be taken as limiting the working capital statement in paragraph 5 of Part IX of this Prospectus.

No incorporation of website

The contents of the Company's website at www.greencoat-ukwind.com do not form part of this Prospectus. Investors should base their decision to invest on the contents of this Prospectus alone and should consult their professional advisers prior to making an application to subscribe for New Shares.

Presentation of information

Market, economic and industry data

Market, economic and industry data used throughout this Prospectus is derived from various industry and other independent sources. The Company and the Directors confirm that such data has been accurately reproduced and, so far as they are aware and are able to ascertain from information published from such sources, no facts have been omitted which would render the reproduced information inaccurate or misleading.

Currency presentation

Unless otherwise indicated, all references in this Prospectus to "GBP", "Sterling", "pounds sterling", "£", "pence" or "p" are to the lawful currency of the UK.

Latest Practicable Date

Unless otherwise indicated, the latest practicable date for the inclusion of information in this Prospectus is at close of business on 24 September 2014.

Definitions

A list of defined terms used in this Prospectus is set out on pages 158-163 of this Prospectus.

Governing law

Unless otherwise stated, statements made in this Prospectus are based on the law and practice currently in force in England and are subject to changes therein.

EXPECTED TIMETABLE AND ISSUE STATISTICS

Expected timetable 2014
Placing opens 26 September
Posting of the Prospectus and the Form of Proxy to existing Shareholders 26 September
Offer for Subscription opens 29 September
Announcement of the Group's NAV as at 30 September 2014 21 October
Latest time and date for receipt of Forms of Proxy 9.30 a.m. on 22 October
Latest time and date for receipt of applications under the Offer for Subscription 1.00 p.m. on 23 October
General Meeting 9.30 a.m. on 24 October
Announcement of the results of the General Meeting 24 October
Latest time and date for receipt of commitments under the Placing 11.00 a.m. on 24 October
Announcement of the results of the Issue 24 October
Admission to the Official List and commencement of dealings on the London Stock Exchange 8.00 a.m. on 30 October
CREST accounts credited 30 October
Despatch of definitive share certificates (where applicable) by 7 November

The dates and times specified above and mentioned throughout this Prospectus are subject to change. All references to times in this Prospectus are to London times, unless otherwise stated. In particular the Board may, with the prior approval of the Managers, bring forward or postpone the closing time and date for the Issue. In the event that such date is changed, the Company will notify investors who have applied for New Shares of changes to the timetable either by post, by electronic mail or by the publication of a notice through a Regulatory Information Service.

Issue statistics²
Issue Price per Issue Share 107p
Number of Ordinary Shares in issue at the date of this document 343,893,417
Estimated Net Issue Proceeds³ 98.16 million
Target number of New Shares to be issued 93,457,944
Maximum number of New Shares available for issue 210,280,374
Target dividend per New Share⁴ 6.16p per annum (increasing in line with RPI inflation)
ISIN of the New Shares GB00B8SC6K54
SEDOL of the New Shares B8SC6K5

2 Results of the Issue will be announced via a Regulatory Information Service.
3 After deduction of estimated expenses of the Issue (£1.84 million) and assuming the target of 93,457,944 New Shares is issued.
4 This is a target only and not a profit forecast. There can be no assurance that this target can or will be met and it should not be seen as an indication of the Company's expected or actual results or returns. Accordingly investors should not place any reliance on these targets in deciding whether to invest in New Shares or assume that the Company will make any distributions at all.

DIRECTORS, AGENTS AND ADVISERS

Directors (all non-executive)
Tim Ingram (Chairman)
Shonaid Jemmett-Page
William Rickett C.B.
Kevin McCullough
Dan Badger
all of:
27-28 Eastcastle Street
London W1W 8DH

Investment Manager
Greencoat Capital LLP
Greencoat House
15 Francis Street
London
SW1P 1DH

Administrator and Company Secretary
Heritage Administration Services Limited
The Innovation Centre
Northern Ireland Science Park
Queen's Road
Queen's Island
Belfast BT3 9DT
Tel: +44 2890 785 880

Depositary
Heritage Depositary Company (UK) Limited
The Innovation Centre
Northern Ireland Science Park
Queen's Road
Queen's Island
Belfast BT3 9DT
Tel: +44 2890 785 880

Registrar
Capita Asset Services
The Registry
34 Beckenham Road
Beckenham
Kent BR3 4TU

Receiving Agent
Capita Asset Services
Corporate Actions
The Registry
34 Beckenham Road
Beckenham
Kent BR3 4TU

Sponsor and Bookrunner
RBC Europe Limited (trading as RBC Capital Markets)
Riverbank House
2 Swan Lane
London EC4R 3BF

Lead Manager
Winterflood Securities Limited
The Atrium Building
Cannon Bridge House
25 Dowgate Hill
London EC4R 2GA

Auditor, Reporting Accountant and Tax Adviser to the Company
BDO LLP
55 Baker Street
London W1U 7EU

Legal advisers to the Company as to English Law

Norton Rose Fulbright LLP
3 More London Riverside
London SE1 2AQ

Legal advisers to the Sponsor and Managers as to English Law

Travers Smith
10 Snow Hill
London
EC1A 2AL

PART I: LETTER FROM THE CHAIRMAN

GREENCOAT UK WIND PLC

(Incorporated in England and Wales with company number 08318092 and registered as an investment company under section 833 of the Companies Act 2006)

Directors:
Tim Ingram (Chairman)
Shonaid Jemmett-Page
William Rickett
Kevin McCullough
Dan Badger

Registered Office:
27-28 Eastcastle Street
London W1W 8DH

26 September 2014

Dear Shareholder

Issue of a target of 93,457,944 New Shares pursuant to a Placing and an Offer for Subscription at an Issue Price of 107 pence per Share, Admission to listing on the Official List and trading on the London Stock Exchange’s main market for listed securities and Notice of General Meeting

Introduction

On 23 September 2014 the Company announced proposals for a Placing and an Offer for Subscription of New Shares to raise a target of £100 million before expenses. The Placing and Offer for Subscription are not being underwritten.

This letter explains the background to and reasons for the Placing and Offer for Subscription and contains further information about the Proposals and the Company. The implementation of the Placing and Offer for Subscription involves the grant of authority to allot and the disapplication of pre-emption rights, and will require Ordinary Shareholders' approval. Notice of the General Meeting to be held on at 9.30 a.m. on 24 October 2014, at which Ordinary Shareholders' approval for the Proposals (as defined below) will be sought, is set out at the end of this Prospectus.

Background

The Company is a public limited company incorporated in England and Wales with company number 08318092 and whose registered address is at 27-28 Eastcastle Street, London W1W 8DH. The Company is registered as an investment company under section 833 CA 2006 and is an investment trust under section 1158 CTA 2010. The Company has been established as a closed-ended investment company with an indefinite life.

The Company has an independent board of non-executive directors and is managed on a day-to-day basis by Greencoat Capital LLP. Greencoat Capital LLP is authorised and regulated in the UK by the FCA (FCA registration number 507962) as an alternative investment fund manager. Further details of the governance and management of the Company are set out in Part V of this Prospectus.

New Shares are available to investors through the Placing and the Offer for Subscription at 107 pence per New Share.

Application will be made for admission of the New Shares to trading on the London Stock Exchange's main market for listed securities and to listing on the Official List (premium listing).

The Company was launched in March 2013 when it raised £260 million (before expenses) in an over-subscribed offer and acquired a portfolio of wind farm investments from RWE and SSE. In October and November 2013, the Company acquired additional wind farm investments from BayWa and RWE using third party debt and internal cash resources which was partially refinanced with a further equity issuance in December 2013. The Company has since acquired additional wind farm

investments from Velocita and BayWa in June 2014 and from AES in August 2014 using third party debt and internal cash resources.

The Proposals

After due consideration of the Company's strategy, the Board has concluded that it is now an appropriate time to seek to raise additional capital for the Company in order to repay amounts outstanding under the Company's Acquisition Facility Agreement.

The proposals involve:

(i) the disapplication of the pre-emption rights contained in the Articles in respect of a maximum of 210,280,374 New Shares to raise a maximum of £225 million before expenses pursuant to the Issue and the grant to the Directors of the authority to allot such number of New Shares;

(ii) the disapplication of the pre-emption rights contained in the Articles in respect of 43,735,136 Ordinary Shares, representing 10 per cent. of the Company's issued share capital immediately following Admission on the basis that the target of 93,457,944 New Shares is issued pursuant to the Issue and the grant to the Directors of the authority to allot such number of New Shares; and

(iii) the grant of authority to purchase in the market up to 14.99 per cent. of the issued share capital of the Company following Admission, such authority to expire at the conclusion of the next annual general meeting of the Company,

(together, the Proposals).

The Proposal described in paragraph (i) above is required in order to effect the Issue and the Issue is therefore conditional on the passing of Resolutions 1 and 3 at the General Meeting. The Board is also seeking the approval of Shareholders to the disapplication of pre-emption in respect of 10 per cent. of the Company's issued share capital immediately following Admission (on the basis that the target of 93,457,944 New Shares is issued pursuant to the Issue). Although the Board has no immediate plans to allot Ordinary Shares pursuant to this authority, the Board believes it is important that the Company has the ability to issue new Ordinary Shares to investors in order to satisfy investor demand and to enable the Company to raise equity finance. The Proposal described in paragraph (iii) above seeks to increase the Company's buy-back authority to up to 14.99 per cent. of the increased issued share capital of the Company following Admission. Further details of the Company's discount management policy are set out in Part II of this Prospectus.

Benefits of the Issue

The Directors believe that the Issue will confer the following benefits for Shareholders and the Company:

(a) allows the Company to repay part of its acquisition debt facility, enabling it to borrow again to take advantage of the significant pipeline of opportunities that the Company believes will be value accretive and increase the diversification of its Portfolio further;

(b) increases the market capitalisation of the Company, potentially increasing the scope for institutional investment in the Company and improving the secondary market liquidity of the Shares;

(d) provides a larger equity base over which the fixed costs of the Company may be spread, thereby reducing the Company's ongoing expense ratio.

Placing and Offer for Subscription

The target size of the Issue is 93,457,944 New Shares with a maximum issue size of 210,280,374 New Shares. The Board intends that substantially all of the Net Issue Proceeds will be used by the Company to prepay a portion of the amount outstanding under the Acquisition Facility Agreement with any amounts not used for this purpose to be applied for general corporate purposes. Although the Company is under no obligation to prepay amounts outstanding under the Acquisition Facility Agreement at the current time, the prepayment of amounts outstanding under this facility will enable the Company to borrow such amounts again in order to finance Further Investments.

The Issue is being implemented by way of a Placing and an Offer for Subscription. As the Issue is not pre-emptive, the Company is seeking to disapply the pre-emption rights contained in the Articles. Existing Shareholders will therefore be asked, inter alia, to approve (i) the grant of authority to allot the New Shares and (ii) the issue of the New Shares on a non pre-emptive basis, by way of an ordinary and a special resolution, respectively, at a General Meeting of the Company to be held at 9.30 a.m. on 24 October 2014

The New Shares will rank in full for all dividends or other distributions hereafter declares, made or paid on the Ordinary Shares and will rank pari passu in all other respects with all other Ordinary Shares in issue on Admission.

Further information relating to the Issue is set out in Part VII of this Prospectus.

Your attention is drawn to Parts X and XI of this Prospectus which set out the terms of the Placing and Offer for Subscription, respectively. Overseas shareholders are referred to pages 156-157 of this Prospectus.

General Meeting

A General Meeting of the Company has been convened for 9.30 a.m. (London time) on 24 October 2014 in order to obtain Shareholders' approval for the grant of authority to allot the New Shares and the disapplication of pre-emption rights in connection with the implementation of the Issue. Notice of that meeting is set out at the end of this document.

Admission and Dealings

Applications will be made to the London Stock Exchange and to the UKLA for a maximum of 210,280,374 New Shares to be admitted to trading and to listing, respectively. It is expected that Admission will become effective, and that dealings in the New Shares will commence at 8.00 a.m. on 30 October 2014.

Conditions of the Issue

The Issue is conditional on:

(a) Admission occurring;
(b) the Placing Agreement having become unconditional in all respects and not having been terminated in accordance with its terms before Admission; and
(c) the passing of Resolutions 1 and 3 at the General Meeting.

If any of these conditions is not met, the Issue will not proceed.

There is no minimum amount required to be raised under the Issue in order for the Issue to proceed.

Risk Factors and Further Information

Your attention is drawn to the Risk Factors set out on pages 18-40 of this Prospectus and to the additional information set out in Part IX of this Prospectus and in the terms and conditions set out in the Application Form.

Actions to be taken

Existing Shareholders only will be sent a Form of Proxy for use in connection with the General Meeting. Shareholders who hold their Shares in certificated form (that is, not in CREST) are urged to complete and return the Form of Proxy so as to be received by no later than 9.30 a.m. on 22 October 2014. Proxies may also be submitted in CREST, further details of which are set out in note 11 of the Notice of General Meeting. Submitting a Form of Proxy will not preclude a Shareholder from attending the General Meeting and voting in person should they so wish.

Recommendation to Shareholders

The Board considers that the Proposals are in the best interests of Shareholders as a whole. Accordingly, the Board unanimously recommends that Shareholders vote in favour of the Resolutions to be proposed at the General Meeting.

The Board intends to vote in favour of the Resolutions in respect of its own beneficial holdings of Ordinary Shares which amount in aggregate to 254,346 Ordinary Shares, constituting 0.07 per cent. of the issued Ordinary Share capital.

Yours faithfully,

Tim Ingram
Chairman

PART II: THE COMPANY

Introduction

The Company is a public limited company incorporated in England and Wales with company number 08318092 and whose registered address is at 27-28 Eastcastle Street, London W1W 8DH. The Company is registered as an investment company under section 833 CA 2006 and is an investment trust under section 1158 CTA. The Company has been established as a closed-ended investment company with an indefinite life.

The Company has an independent board of non-executive directors and is managed on a day-to-day basis by Greencoat Capital LLP. Further details of the governance and management of the Company are set out in Part V of this Prospectus.

An investment in the Company enables investors to gain exposure to a portfolio of operational wind energy generation assets and related energy infrastructure assets in the UK. The Company intends to acquire Further Investments in the future. The Company's existing Portfolio consists of interests in SPVs and the Company expects that Further Investments will also be acquired through all or part of an existing SPV that already holds each wind farm.

Ordinary Shares are available to investors through the Placing and the Offer for Subscription at 107 pence per New Share. Application will be made for admission of the New Shares to trading on the London Stock Exchange's main market for listed securities and to listing on the Official List (premium listing).

Investment objective

The Company will invest mostly in operating UK wind farms. Over a long term horizon the Company's aim is to provide investors with an annual dividend per Ordinary Share (6.16p for 2014) that increases in line with RPI inflation while preserving the capital value of its investment portfolio on a real basis through reinvestment of excess cashflow and the prudent use of portfolio leverage.

Target returns¹

The Company targets returns to investors equivalent to an IRR net of fees and expenses of eight to nine per cent. The Company seeks to enhance these returns through active management of the wind farms. The Company looks to grow the Company's investment portfolio through the acquisition of Further Investments. Excess cash flow is likely to be re-invested by paying down any outstanding acquisition debt.

The Company has paid the following dividends: (i) 1.5p per Ordinary Share on 20 September 2013 (for the period from First Admission to 30 June 2013); (ii) 3p per Ordinary Share on 21 February 2014 (for the period from 1 July 2013 to 31 December 2013); and (iii) 3.08p per Ordinary Share on 29 August 2014 (for the period from 1 January 2014 to 30 June 2014) in respect of all Ordinary Shares. The Company intends to pay an annual dividend per Ordinary Share of 6.16p for 2014 and, given the nature of the Company's income streams, the Board intends to increase the dividend in line with RPI inflation.

Investment opportunity

The Directors believe that an investment in the Company offers the following attractive characteristics:

Strong regulatory support and a favourable wind climate

A combination of the UK Government's strong regulatory support for renewable energy and the UK's favourable wind climate should enable the Company to provide investors with an attractive financial return from a portfolio of operational wind energy generation assets in the UK.

Attractive Portfolio

The Company has a Portfolio of investments in 16 wind farms located in the UK with an aggregate net capacity of 271.5MW.

¹ These are targets only and not profit forecasts. There can be no assurance that these targets can or will be met and they should not be seen as an indication of the Company's expected or actual results or returns. Accordingly investors should not place any reliance on these targets in deciding whether to invest in New Shares or assume that the Company will make any distributions at all.

Controlled exposure to power prices

Approximately half of the Company's revenues are expected to be derived from "green benefits", the payments (including ROCs) to which the Company's portfolio is entitled for generating renewable energy (as further explained in Part III of this Prospectus). The Directors consider that this provides sufficient revenue stability to allow the Company to retain long term exposure to the expected rise in wholesale electricity price.

Inflation linkage

The express indexation of that portion of the wind farm revenues derived from green benefits and the degree of inflation linkage of the wholesale electricity price and of operating costs provide the Company with cash flows which should be correlated with inflation, in the medium term.

Potential for future acquisitions

The UK has a legally binding obligation to ensure that 15 per cent. of primary energy use is derived from renewable sources by 2020. The Board considers that the utility owners and developers of operating UK wind farms will seek to attract new and long term focused capital into the sector, either through outright sales of, or co-investments into, operating wind farm assets. This should allow the current owners of such assets to re-invest the capital into their existing development programmes. Such sales are an opportunity for the Company to enlarge its portfolio by making Further Investments.

The Company is well-placed to benefit from this development because:

The Company intends to be a long term owner of operating assets;
The Company does not need long term fixed price PPAs as it wants to retain controlled exposure to power prices. This is attractive to the utility sellers who do not like the negative rating implications of long term PPAs associated with project finance used by many other potential buyers;
The Company should be an attractive financial co-investment partner for these utility owners as they generally, and similarly to the Company, do not finance wind farms using secured project finance debt; and
The Company is independent of any potential sellers of wind farm assets which it may seek to acquire.

Independent Board and experienced Investment Manager

The Board is comprised of individuals from relevant and complementary backgrounds offering experience in the investment management of listed funds, as well as in the energy sector from both a public policy and a commercial perspective.

The Company has appointed Greencoat Capital LLP, which has an experienced management team in the cleantech and renewable infrastructure sectors, as its investment manager.

Investment policy

The Company will invest in a portfolio of wind farm projects predominantly with a capacity over 10MW. The substantial majority of the portfolio will be operating UK wind farm projects.

The Company will seek to acquire 100 per cent., majority or minority interests in individual wind farms. These will usually be held through SPVs which hold underlying wind farms. When investing in less than 100 per cent. of the equity share capital of a wind farm SPV, the Company will secure its shareholder rights through shareholders' agreements and other transaction documents.

The Company will invest in equity and associated debt instruments when making acquisitions in wind farms.

long term. The Company may enter into PPAs or hedging contracts that fix the price of electricity sold for short periods of time.

The Company intends to make prudent use of leverage to finance the acquisition of investments and to preserve capital on a real basis. The Company will generally avoid raising non-recourse debt by the SPVs owning individual wind farms in order to avoid the more onerous covenants required by lenders. The Company can, following a decision of the Board, raise debt from banks and/or capital markets at the level of the Company, the LLP or Holdco. The Company expects that the total of short term acquisition financing and long term debt will be between zero and 40 per cent. of Gross Asset Value at any time, with average total debt being between 20 and 30 per cent. of Gross Asset Value in the longer term.

The Company will not seek to employ staff and will engage experienced third parties to operate the wind farms in which it owns interests.

There will not be any cross-financing between portfolio investments and the Company will not operate a common treasury function as between the Company and its investments.

Limits

Investments outside the UK, in construction projects or in non-equity or associated debt instruments will not be the initial focus of the Group and will be limited to 15 per cent. of Gross Asset Value calculated immediately after each investment.

Single Investment Limit:

It is the Company's intention that when any new acquisition is made, no wind farm project acquired will have an acquisition price (or, if it is an additional interest in an existing investment, the combined value of both the existing interest and the additional interest acquired) greater than 25 per cent. of Gross Asset Value immediately post-acquisition (and in no circumstances will a new acquisition exceed a maximum limit of 30 per cent. of Gross Asset Value immediately post-acquisition).

Gearing Limit:

Aggregate Group Debt will be limited to 40 per cent. of Gross Asset Value calculated immediately after such latest amount of Aggregate Group Debt has been drawn down. The Company will have approximately £225 million in third party debt immediately prior to Admission (representing 38 per cent. of Gross Asset Value), which it intends to reduce using substantially all of the Net Issue Proceeds as soon as reasonably practicable following Admission.

Currency and hedging policy

The Company has the power to enter into hedging transactions in relation to power prices, currency and interest rates but will only do so for the purpose of efficient portfolio management and such transactions will not be undertaken for speculative purposes.

Amendments to and compliance with the investment policy

Material changes to the Company's investment policy may only be made in accordance with the approval of the Shareholders by way of special resolution and (for so long as the Ordinary Shares are listed on the Official List) in accordance with the Listing Rules.

The investment limits detailed above apply at the time of the acquisition of the relevant investment. The Company will not be required to dispose of any investment or to rebalance its investment portfolio as a result of a change in the respective valuations of its assets. Non-material changes to

the investment policy must be approved by the Board, taking into account advice from the Investment Manager where appropriate.

Any change to the investment policy that may have a material adverse impact on the other business activities of the Investment Manager requires the written consent of the Investment Manager (such consent not to be unreasonably withheld or delayed).

Cash management policy

Until the Net Issue Proceeds are fully utilised and pending re-investment or distribution of cash receipts, cash received by the Group will be invested in cash, cash equivalents, near cash instruments and money market instruments. The Board determines the cash management policy in consultation with the Investment Manager and the Depositary implements it.

Investment Manager

Under the Investment Management Agreement, the Investment Manager, which is authorised and regulated in the UK by the FCA, has been appointed by the Company as investment manager and in such capacity acts as investment manager to the Company within the strategic guidelines set out in the investment policy and subject to the overall supervision of the Board. The Board retains the ability to make decisions in respect of the acquisition of new investments and the disposal of assets in the Company's portfolio.

Stephen Lilley and Laurence Fumagalli lead the Investment Manager's team managing the Company's investments, including the provision of investment advisory and management services relating to acquisitions and the ongoing management of the assets. The asset management role encompasses the placing and managing of operational contracts, management of operational risks, advising the Board on the management of power price exposure and preparation of reports for the Board. In addition, the Investment Manager identifies asset and portfolio efficiencies.

Further details in relation to the Investment Manager and the Investment Manager's management team are set out in Part V of this Prospectus. A summary of the terms of the Investment Management Agreement is provided in paragraphs 12.16 to 12.24 of Part IX of this Prospectus.

The Portfolio

A summary of the Portfolio is set out in Part IV of this Prospectus.

Capital structure

The Company's issued share capital at Admission will comprise Ordinary Shares, including the New Shares which will be issued pursuant to the Issue. The New Shares will be admitted to trading on the main market for listed securities of the London Stock Exchange and will be listed on the Official List (premium listing).

The Ordinary Shares carry the right to receive all dividends declared by the Company.

Shareholders are entitled to all dividends paid by the Company and, on a winding up, provided the Company has satisfied all of its liabilities, the Shareholders are entitled to all of the surplus assets of the Company.

Shareholders are entitled to attend and vote at all general meetings of the Company and, on a poll, to one vote for each Ordinary Share held.

Distribution policy

General

Subject to having sufficient distributable reserves to do so, the Company targets returns to investors equivalent to an IRR net of fees and expenses of eight to nine per cent. The Company seeks to enhance these returns through active management of the wind farms. The Company looks to grow the Company's investment portfolio through the acquisition of Further Investments. Excess cash flow is likely to be re-invested by paying down any outstanding acquisition debt.

Shares. The Company intends to pay an annual dividend per Ordinary Share of 6.16p for 2014 and, given the nature of the Company's income streams, the Board intends to increase the dividend in line with RPI inflation.²

Timing of distributions

Distributions on the Ordinary Shares are currently paid twice a year, normally in respect of the six months to 30 June and 31 December, and are expected to be made by way of interim dividends in February and August. The next dividend of the Company, if any, is expected to be announced in January 2015 and paid in February 2015.

Group structure

The Company makes its investments via a group structure which comprises the LLP, a limited liability partnership of which the Company is a member, and Holdco, a wholly-owned subsidiary of the LLP. The Company and the Investment Manager are the only members of the LLP. The Company controls the governance of the LLP, as further described in paragraph 4 of Part IX of this Prospectus, and Holdco and both the LLP and Holdco are party to the Investment Management Agreement. Holdco will invest either directly or indirectly in the SPVs which own the wind farms.

Discount management

Purchases of Ordinary Shares by the Company in the market

By special resolution of the Shareholders of the Company, passed at the Company's annual general meeting on 28 April 2014, the Company has been granted Shareholder authority (subject to all applicable legislation and regulations) to purchase in the market up to 51,498,125 Ordinary Shares. This authority will expire at the conclusion of the next annual general meeting of the Company or, if earlier, fifteen months from the date of the special resolution. The Board is seeking to increase this authority to 14.99 per cent. of the issued share capital following Admission at the General Meeting scheduled to take place at 9.30 a.m. on 24 October 2014, notice of which is set out at the back of this Prospectus, in substitution of the existing authority granted to the Directors to make market purchases.

The Board intends to seek renewal of this authority from Shareholders at each annual general meeting.

If the Board does decide that the Company should repurchase Ordinary Shares, purchases will only be made through the market for cash at prices below the estimated prevailing Net Asset Value per Ordinary Share and where the Board believes such purchases will result in an increase in the Net Asset Value per Share. Such purchases will only be made in accordance with the CA 2006 and the Listing Rules, which currently provide that the maximum price to be paid per Ordinary Share must not be more than the higher of (i) five per cent. above the average of the mid-market values of the Ordinary Shares for the five Business Days before the purchase is made and (ii) the higher of the last independent trade and the highest current independent bid for the Ordinary Shares.

Tender offers

The Company may also make tender offers from time to time as part of its overall approach to discount management. As such, subject to certain limitations and the Board exercising its discretion to operate the tender offer on any relevant occasion, Shareholders may tender for purchase all or part of their holdings of Ordinary Shares for cash. Tender offers will, for regulatory reasons, not normally be open to Shareholders (if any) in Australia, Canada, Japan, the Republic of South Africa or the United States of America. Implementation of tender offers is subject to prior Shareholder approval.

In order to implement the tender offers it is likely that a market maker selected by the Board will, as principal, purchase the Ordinary Shares tendered at the tender price and will sell the relevant Ordinary Shares on to the Company at the same price by way of an on-market transaction, unless the Company has agreed with the market maker that the market maker may sell any of the

² This is a target only and not a profit forecast. There can be no assurance that this target can or will be met and it should not be seen as an indication of the Company's expected or actual results or returns. Accordingly investors should not place any reliance on these targets in deciding whether to invest in New Shares or assume that the Company will make any distributions at all.

Ordinary Shares in the market. The tender offers will be conducted in accordance with the Listing Rules and the rules of the London Stock Exchange.

In addition to the availability of the share purchase and tender facilities mentioned above, Shareholders may seek to realise their holdings through disposals in the market.

Shareholders should note that the exercise by the Board of the Company's powers to repurchase Shares either pursuant to a tender offer or the general repurchase authority is entirely discretionary and they should place no expectation or reliance on the Board exercising such discretion on any one or more occasions. Moreover, Shareholders should not expect as a result of the Board exercising such discretion, to be able to realise all or part of their holding of Shares, by whatever means available to them, at a value reflecting their underlying net asset value.

Continuation votes

As part of the Company's discount control policies, the Board intends to propose a continuation vote if the Ordinary Shares trade at a significant discount to Net Asset Value per Ordinary Share for a prolonged period of time. The details of this policy are set out below.

If, in any financial year, the Ordinary Shares have traded, on average, at a discount in excess of ten per cent. to the Net Asset Value per Share, the Board will propose a special resolution at the Company's next annual general meeting that the Company ceases to continue in its present form.

If such vote is passed, the Board will be required to formulate proposals to be put to Shareholders within four months to wind up or otherwise reconstruct the Company, bearing in mind the illiquid nature of the Company's underlying assets. Any liquidation of the Company will trigger payments to the Investment Manager as described in Part VI of this Prospectus.

The discount prevailing on each business day will be determined by reference to the closing market price of Ordinary Shares on that day and the most recently published Net Asset Value per Ordinary Share.

Treasury shares

The Company is permitted to hold Ordinary Shares acquired by way of market purchase in treasury, rather than having to cancel them. Such Ordinary Shares may be subsequently cancelled or sold for cash. Holding Ordinary Shares in treasury would give the Company the ability to sell Ordinary Shares from treasury quickly and in a cost efficient manner, and would provide the Company with additional flexibility in the management of its capital base. However, unless authorised by Shareholders by special resolutions, in accordance with the Articles, the Company will not sell Ordinary Shares out of treasury for cash at a price below the prevailing Net Asset Value per Ordinary Share unless they are first offered pro rata to existing Shareholders.

Further issues of Ordinary Shares

The Board currently has authority to issue Ordinary Shares representing up to ten per cent. of the Company's issued Ordinary Share capital. The Board also has authority to issue Ordinary Shares in order to satisfy the Company's obligations under the Investment Management Agreement to pay the Equity Element.

In order to issue the requisite New Shares under the Issue, the Board is requesting authority at the General Meeting to issue Ordinary Shares representing up to ten per cent. of the Company's issued Ordinary Share capital immediately following Admission. The Board is also requesting authority at the General Meeting to issue Ordinary Shares representing up to ten per cent. of the Company's issued Ordinary Share capital as at the date of this document. Shareholders' preemption rights over this unissued share capital have been disapplied so that the Board will not be obliged to offer any new Ordinary Shares to Shareholders pro rata to their existing holdings. The reason for this is to retain flexibility, following Admission, to issue new Ordinary Shares to investors. No Ordinary Shares will be issued at a price less than the Net Asset Value per existing Ordinary Share at the time of their issue. Shareholders should note that in the event Resolution 4 as set out in the Notice of the General Meeting as set out at the end of this document is not passed by Shareholders by the requisite majority at the General Meeting, the Directors' existing authority to issue and allot Ordinary Shares on a non-pre-emptive basis for cash will remain in place.

Pursuant to the terms of the Investment Management Agreement, the Investment Manager will receive Ordinary Shares in respect of the Equity Element. Further details of this arrangement are set out in Part VI of this Prospectus.

Net Asset Value calculation

In conjunction with the Investment Manager, the Administrator will calculate the Net Asset Value and Net Asset Value per Ordinary Share as at the end of each quarter of the Company's financial year and report such calculation to the Board for approval. The Board will approve each quarterly Net Asset Value calculation. These calculations will be reported quarterly to Shareholders and reconciled in the Company's annual report. The Net Asset Value will also be announced as soon as possible on a Regulatory Information Service, by publication on its website www.greencoatukwind.com and on www.londonstockexchange.com. The Company may delay public disclosure of the Net Asset Value to avoid prejudice to its legitimate interests, provided that such delay would not be likely to mislead the public and the Company has put in place appropriate measures to ensure the confidentiality of that information.

All calculations will be based, in part, on valuation information provided by the SPVs. Although the Administrator and the Investment Manager as appropriate will evaluate the information and data provided by the SPVs, they may not be in a position to confirm the completeness, genuineness or accuracy of such information or data, nor may such information be up to date by the time it has been received by the Company. In addition the financial reports provided by the SPVs are typically provided on a half yearly or quarterly basis only, and are generally issued one to four months after the end of the relevant quarter. Consequently, each quarterly Net Asset Value calculation will contain information that may be out of date, require updating or be incomplete. Shareholders should bear in mind that the actual Net Asset Values may be materially different from the quarterly estimates.

The Board may determine that the Company shall temporarily suspend the determination of the Net Asset Value per Ordinary Share when the prices of any investments owned by the Company cannot be promptly or accurately ascertained; however, in view of the nature of the Company's proposed investments, the Board does not envisage any circumstances in which valuations will be suspended.

Life of the Company

The Company has been established with an indefinite life. In addition to the availability of the share purchase, tender facilities and continuation vote mentioned above, Shareholders may seek to realise their holdings through disposals in the market.

PART III: WIND ENERGY MARKET IN THE UK

The Company confirms that the information extracted from third party sources in this Part II has been accurately reproduced and that, as far as the Company is aware and is able to ascertain from information published by those third parties, no facts have been omitted which would render the reproduced information inaccurate or misleading. Sources for the information set out in this Part II are set out underneath each relevant figure or table, as applicable, or in footnotes at the bottom of the page.

Renewable energy in the global context

The regulation of greenhouse gas (GHG) emissions, including carbon dioxide ($\mathrm{CO}_{2}$), under international law is subject to the UNFCCC and the Kyoto Protocol. The electricity generation industry is one of the largest emitters of GHG worldwide, due to its extensive use of fossil fuels and has therefore been a focus of governments' efforts to reduce GHG emissions pursuant to their internationally legally binding obligations and domestic policies and legislation.

Figure 1 – Global Atmospheric Concentration of $\mathrm{CO}_{2}$ (PPM)

Source: Mauna Loa Record (July 2014), U.S. Department of Commerce: National Oceanic & Atmospheric Administration

Figure 2 – $\mathrm{CO}_{2}$ Emissions Sources (2011)

Source: European Environment Agency

The parties to the UNFCCC and Kyoto Protocol will meet again in Peru in 2014 and France in 2015 in order to negotiate an international climate change agreement.

Renewable energy in the EU

The EU sees the promotion of renewable generation as key in order to achieve its 2020 GHG emissions reduction target, which is to reduce the EU's greenhouse gas (GHG) emissions by 20 per cent. by 2020 on 1990 levels.

The main legislation supporting renewable generation at the EU level is the Directive on the Promotion of the Use of Energy from Renewable Sources (2009/28/EC) (the Renewables Directive).

Under the Renewables Directive, Member States are required to adopt national targets for renewables that are consistent with reaching the Commission's overall EU target of 20 per cent. of gross final energy consumption from renewable sources by 2020. The UK's target is 15 per cent. by 2020 and the UK government put in place a Renewable Energy Roadmap (the Roadmap) in July $2011^{3}$ (subsequently updated in December 2012 and November 2013 (the Updated Roadmap) to achieve that objective$^{4}$.

3 http://www.decc.gov.uk/assets/decc/11/meeting-energy-demand/renewable-energy/7382-uk-renewable-energy-roadmapupdate.pdf
4 http://www.decc.gov.uk/en/content/cms/meeting_energy/renewable_ener/re_roadmap/re_roadmap.aspx

Individual country targets for the proportions of renewable energy in the total energy mix are set out in Figure 3.

Though European leaders have agreed to decide on the post 2020 regime in 2014, a number of important elements remain to be clarified. These include whether there will be legally binding renewable energy targets post 2020, how ambitious such targets would be, how stringent any enforcement powers would be and whether there will be a move away from a renewable energy target to a new carbon target, which would also take amount of technologies such as nuclear power generation and carbon capture and storage.

Figure 3 – Targets for share of renewables in gross energy consumption

Source: Eurostat

Overview of the UK renewable energy market

The UK faces the twin challenges of replacing life-expiring coal and nuclear generating capacity and complying with policy objectives to cut carbon emissions.

The Department of Energy and Climate Change (DECC) Annual Energy Statement 2013 estimates that around a fifth of capacity available in 2011 has to close over this decade as the UK's power stations age and as EU environmental legislation, notably the Large Combustion Plant Directive (LCPD) and the Industrial Emissions Directive (IED), impose stricter standards. Both directives aim to reduce emissions of pollutants beyond carbon dioxide by forcing their operators to install abatement technology or closing the plant after a maximum number of operating hours over a set time period has been reached.

The EU and UK targets for reducing carbon emissions also require investment in low carbon electricity generation. Compared to other EU Member States, the UK generates a relatively low proportion of energy and electricity from renewable sources. DECC has estimated that in 2013, only 5.2 per cent. of gross energy consumption was procured from renewable sources versus the national target of 15 per cent. by 2020. Renewables' share of electricity generation increased from 11.4 percent in 2012 to a record 14.9 per cent in 2013. DECC commented that "the UK was broadly in line with its first interim target of 4.04 per cent. across 2011-2012, achieving 4.01 per cent."

Wind is considered to be a highly scalable generation technology that provides opportunity to increase the share of electricity generation from renewable sources. The cost of onshore wind turbines is relatively low when compared to the current costs of other renewable technologies such as solar as shown in Figure 5. In addition offshore wind turbines can be deployed at significant scale.

National Grid expects both directives to result in the closure of significant numbers of fossil-fuelled power stations.

There is also significant momentum to reduce the costs of renewables technologies. Figure 5 shows estimates from the UK government made in 2013 when setting the latest update of the Roadmap. In its predecessor, the 2012 Roadmap, the government was able to comment: "the costs of many important renewable energy technologies are coming down. The estimated levelised costs of solar has fallen from up to £250/MWh for solar projects starting in 2010, to a range of £146-170/MWh in 2013. As a result large-scale solar electricity is increasingly within our grasp, and for this reason the Updated Roadmap includes it as a key technology. In addition, the Offshore Wind Cost Reduction Task Force has set out a pathway for offshore wind costs to fall by a third by 2020, and the industry is working to achieve that goal through the Offshore Wind Programme Board".

The UK has in recent years been at the forefront of wind energy development. It leads the world in offshore wind, with approximately 3.7GW of capacity eligible for support under the RO at December 2013, and has half of the top ten biggest onshore wind farms in Europe. In the 2013 Updated Roadmap the UK government set out a path to meeting the 2020 target with a comparison against recent progress as shown in Figure 4. The government commented that: "the UK has made very good progress against the 15 per cent. target introduced in the 2009 EU Renewable Energy Directive". It also stated that "We are fully committed to achieving this target [for renewable energy in 2020] and have seen a significant amount of deployment to date, particularly in the renewable electricity sector".

Figure 4 – Renewable Energy Progress and Potential in the UK

Source: UK Department for Energy and Climate Change

Figure 5 – Estimated Levelised Costs of Renewable Energy Generation for Projects Starting in 2013

Wind energy industry in the UK

The UK boasts one of the most attractive wind climates in Europe due to its proximity to the Atlantic Ocean and the North Sea. Figure 6 demonstrates the attractiveness of the UK in terms of offshore wind resources while Figure 7 emphasises its onshore wind potential.

Figure 6 – European Offshore Resource

Wind resources over years has shown 8 per 10 km offshores for five standard isolates
	100s		20s		50s		100m		200m
	day 1	day 2	day 1	day 2	day 1	day 2	day 1	day 2	day 1
1	+0.3	+600	+0.3	+753	+0.0	+600	+10.3	1,100	+11.0
2	7.6-0.0	200-300	7.6-0.0	450-700	6.0-0.6	600-900	6.6-10.0	850-1,150	6.8-11.3
3	0.8-7.0	200-300	0.8-7.0	300-450	7.0-0.0	400-500	7.0-0.0	400-600	3.0-9.3
4	4.5-0.0	100-250	5.0-4.5	150-300	5.5-7.0	200-400	6.0-7.5	250-450	3.5-6.0
5	+5	+100	+5.0	+150	+5.5	+200	+0.0	+300	+6.5

Source: www.windatlas.dk

Figure 7 – European Onshore Wind Resource

Wind resources* at 20 meters above area or level for five different topographic localities
	Unabored harvest*		Open plant**		At a sea coast**		Open sea**		Hills and ridges**
	day 1	day 2	day 1	day 2	day 1	day 2	day 1	day 2	day 1
1	+0.0	+250	+7.5	+800	+0.3	+753	+0.0	+600	+11.5
2	5.0-0.0	150-250	0.5-7.5	300-500	7.0-0.0	400-700	6.0-0.6	400-600	10.0-11.5
3	0.5-3.0	100-150	2.0-6.0	200-300	0.0-7.0	250-400	7.0-0.0	400-600	6.3-10.0
4	3.5-4.5	50-100	4.5-5.5	100-200	5.0-6.0	150-250	5.5-7.0	200-450	7.0-8.5
5	+5.5	+50	+6.5	+100	+5.0	+150	+5.5	+200	+7.0

Source: www.windatlas.dk

According to DECC's National Renewables Statistics, in 2013 electricity generated from renewables increased by 30 per cent. to 53.7TWh from 19.7GW capacity. Offshore and onshore wind saw capacity increases of 23 per cent. to 3.7GW and 27 per cent. to 7.5GW respectively between 2012 and 2013.

The Renewables Obligation, introduced in 2002, is currently the UK's main support mechanism for driving growth in the development of large-scale renewables including onshore and offshore wind in the UK. Support for new renewables projects of above 5MW capacity will transition to the new Contracts for Difference Feed-in Tariff (CFD FIT) support regime.

Combined with a strong wind resource, the Renewables Obligation has made the UK an attractive jurisdiction for the development of wind energy.

Figure 8 – UK Operating Capacity 2000-2013

Source: RenewableUK

The UK Government has been supportive of the growth of the wind industry in particular and renewables in general, as demonstrated by the legislation passed and policies issued in recent years. Some examples include:

The Climate Change Act of 2008;
DECC's 2050 Pathways Analysis of July 2010;
National Policy Statement for Energy of October 2010;
Electricity Market Reform White Paper of July 2011;
The revised bands for the RO to apply for projects commissioning between 2013-14 and 2016-17 issued in July 2012;
The Energy Act 2013 and associated policies and legislation, including in respect of the introduction of CFD FITs through the government's EMR programme; and
The Renewable Energy Roadmap and Updated Roadmaps which set out the current framework for policy on renewables.

They follow on from the Renewable Energy Strategy issued in July 2009, the UK's National Renewables Energy Action Plan submitted to the European Commission in July 2010. The original Roadmap highlighted eight technologies to provide over 90 per cent. of the UK's 2020 15 per cent. renewable energy target. They are:

onshore wind;
offshore wind;
biomass electricity;
biomass heat;
marine (wave and tidal);
ground-source heat pumps;
air-source heat pumps; and
renewable transport.

The original Roadmap forecasts total energy consumption in 2020 as 1,557TWh, meaning that to meet the 15 per cent. target the UK will need to produce 234TWh from renewable energy, and DECC's illustrative scenario from July 2011 to meet this is set out in Table 1.

Table 1: Central view of renewable energy deployment in 2020

(TWh)	Central range
Onshore wind	24-32
Offshore wind	33-58
Biomass electricity	32-50
Marine	1
Biomass heat	36-50
Air- and ground-source heat pumps	16-22
Renewable transport	up to 48
Others	14
Estimated 15 per cent. target	234

The Roadmap outlined a number of actions to address barriers to growth, primarily focussing on the eight key technologies. Amongst its actions was a commitment to ensure long term certainty for investors, especially in the area of incentives available. This commitment translated through to the development of the EMR programme referred to above. The government has updated its projections of the total amount of renewable electricity required in the Updated Roadmaps. The 2013 Roadmap reported that 216-225 TWh would be required by 2020, indicating that despite forecast lower demand the requirement for renewable electricity would remain significant.

Onshore wind

As at December 2013 RenewableUK reported operating onshore wind capacity amounted to 7.5GW with a further 1.7GW under construction in September 2014⁵. In order to meet the trajectory set out in the Roadmaps, it is expected that the UK will need up to 13-15GW of onshore wind by 2020⁶.

At present, the largest owners of onshore wind farms in the UK include five of the six large vertically integrated electricity and gas utility groups (EDF Energy, E.ON UK, RWE Npower, SSE and Scottish Power). In addition, onshore operating assets are owned by independent power producers, such as Zephyr Wind Limited (through its subsidiary Beaufort Wind Limited), Fred Olsen Renewables Limited, Infinis Energy Plc and Falck Renewables Plc, and a number of financial investors have also deployed capital in the wind energy sector in the UK.

Offshore wind

According to RenewableUK, the UK's offshore wind operating capacity as of December 2013 amounted to 3.7GW with five wind farms (Gwynt y Mor (576MW), West of Duddon Sands (389MW), Humber Gateway (219MW), Westermost Rough (210MW) and Methil Offshore Wind Farm Demo (7MW)) under construction. Eleven further wind farms were also consented, totalling an additional 6.2GW⁷.

Notable projects totalling 1,968MW of capacity came online over the last three years, with Walney I (184MW), Walney II (184MW), Ormonde (150MW), Lincs (270MW) Greater Gabbard (504MW), Sheringham Shoal (316MW), London Array (630MW) and Teesside (62MW) commissioned in July 2011, January 2012, February 2012, August 2012, September 2012, October 2012, April 2013 and July 2013 respectively. A large increase in the number of offshore wind farms in operation also occurred in 2009/10, with Rhyl Flats project commissioned in December 2009, followed by Robin Rigg (180MW), Gunfleet Sands I and II (172MW) and Thanet (300MW).

Operating offshore wind farms are owned by a number of substantial European utility groups, including Centrica, DONG Energy, E.ON, RWE, Statoil, Statkraft and Vattenfall.

In the UK, The Crown Estate owns the majority of the sea bed within the 12 nautical mile limit of territorial waters and grants leases for offshore wind development in the UK's Renewable Energy Zone (up to 200 miles from the UK). Allocations of leases have been made on five different occasions, referred to as Round I, Round II, Round I & II Extension, the Scottish Round, and Round III. At present, 13 Round I offshore wind farms (including Rhyl Flats) are in operation with aggregate capacity of 1.3GW. Seven Round II projects with an installed capacity of 2.4GW are fully operational, while four wind farms with aggregate capacity of 1.4GW are under construction.

The future growth in the UK offshore wind capacity will be delivered primarily through RO and then CFD FIT supported projects from UK Rounds II and III and the Scottish Round.

Current support mechanisms for wind energy in the UK

The Renewables Obligation

At present, the majority of the UK's wind generating capacity is supported by the Renewables Obligation. The Renewables Obligation was introduced on 1 April 2002 as a market mechanism to promote the growth of renewable power generation necessary to meet the UK's EU target of a 10 per cent. renewable electricity contribution at 2010. It has subsequently evolved as targets have increased and has been extended.

The RO and associated Renewables Obligation Scotland were legislated for through the Utilities Act 2000. The Energy Act 2004 introduced a separate obligation in Northern Ireland from April 2005. The detail is specified through parliamentary orders, the first of which were implemented in 2002⁸. The initial 2002 orders separately for England and Wales and Scotland set out eligibility criteria and the duties of generators and suppliers in complying with the obligation and also provided for the Gas and Electricity Markets Authority, of which regulator the Office of Gas and Electricity Markets (Ofgem) is the administrative arm, to administer them. Subsequent legislative changes to the RO have been provided for by further secondary legislation.

5 RenewableUK, 16-Sep-14
6 Department of Energy & Climate Change National Statistics
7 RenewableUK's Wind Energy Database (UKWED)
8 www.opsi.gov.uk/si/si2002/20020914.htm

The Renewables Obligation places a legal obligation on all licensed electricity suppliers (Obligated Suppliers) to surrender a certain number of Renewable Obligation Certificates (ROCs) each year commencing 1 April or else pay a buy-out price (ROC Buy-out Element).

The obligation on suppliers is currently defined as an escalating number of ROCs per 100MWh supplied each year. The obligations' levels in Britain from 2002-03 to 2013-14 can be seen at Figure 9. Obligated Suppliers generally source ROCs from generators who are awarded them by Ofgem according to their metered outputs and an appropriate fraction or multiple banding award. Generators can be affiliated to suppliers or be independent. The terms on which ROCs are transferred to suppliers are commercially negotiated.

Obligated Suppliers can opt not to buy ROCs and instead pay the ROC Buy-out Element and in practice many will do so for at least some of their requirements as the obligation on them is set in such a way as to minimise the risk of ROC oversupply. Both the cost of the ROC Buy-out Element and the target are set in advance of each RO year.

The aggregate revenue received from Obligated Suppliers who pay the ROC Buy-out Element (the buy-out fund) is recycled and paid to those Obligated Suppliers who redeem ROCs. Payments are made in proportion to their use of ROCs for compliance (ROC Recycle Element). Individual Obligated Suppliers are responsible for demonstrating compliance to Ofgem as it is the scheme administrator.

The market value of a ROC is based on the aggregate of the ROC Buy-out Element and the expected ROC Recycle Element and is dependent on the actual amount of ROCs submitted compared to the annual RO target.

Renewable generating technologies currently eligible to receive ROCs include landfill gas, sewage gas, onshore and offshore wind, solar photovoltaic, hydro, biomass, co-firing of biomass, energy from waste with CHP, anaerobic digestion, geothermal, geopressure, solar photovoltaic, tidal stream and impoundment, hydro-electric, standard and advanced gasification, standard and advanced pyrolysis, tidal-stream and wave. All eligible technologies over 5MW are supported through the RO, while certain technologies including onshore wind of capacities between 50kW and 5MW may opt for RO or micro-generation feed-in tariff (FIT) support. Eligible projects below 50kW must be supported by FITs.

ROC banding and banding reviews

In its first seven years from 2002 the RO was "technology blind" in that every eligible project was awarded one ROC for every megawatt hour (MWh) of generation. Banding of technologies for the ratio of ROC/MWh was first proposed in 2006. After a series of government consultations which lasted two years, the proposal became effective for projects accredited for RO support from 1 April 2009.

The policy driver behind ROC banding is to increase the deployment of less established technologies that are perceived as being higher risk by increasing the number of ROCs granted to those technologies. Conversely, renewable energy technologies that are considered to be more established and/or require relatively low levels of capital could, in future, receive less support from the ROC regime.

The government introduced "grandfathering" to mitigate the disturbance that could arise from banding (and changing ROC awards for projects already in operation). Grandfathering is a policy commitment that the level of RO support is not reduced for existing accredited projects. In some instances grandfathering has been extended to projects which are not yet accredited.

Most renewable technologies are grandfathered, including all onshore and offshore wind.

ROC bands are subject to periodic review, with a wholesale revision occurring for projects accredited on or after 1 April 2013 as detailed in Table 2.

Onshore wind projects commissioned before 1 April 2013 receive one ROC per MWh produced for 20 years from the date the relevant project was accredited under the RO. Offshore projects accredited before 1 April 2010 received either one or 1.5 ROCs per MWh and offshore projects accredited on or after 1 April 2010 receive two ROCs per MWh.

The UK Government Response to the RO banding consultation in respect of most projects accredited between 1 April 2013 and 31 March 2017 was published in July 2012. Future ROC allocations by technology (subject to certain exceptions) are detailed in Table 2 below.

Table 2 – Selected ROC awards by technology for newly accrediting projects from 1 April 2013 to 31 March 2017

Technology	Post 2013-14 awards (ROCs/MWh)
Hydro	0.7 ROCs (except for Scotland – 1 ROC)
Onshore wind	0.9 ROCs for 2013-17
Tidal range	2 ROCs for projects accredited in 2013-14; 1.9 ROCs in 2015-16; 1.8 ROCs in 2016-17
Wave and tidal stream	5 ROCs up to a 30MW project cap. 2 ROCs above the cap
Offshore wind	2 ROCs for projects accredited in 2013-14 and 2014-15; 1.9 ROCs in 2015-16; 1.8 ROCs in 2016-17
Biomass conversion	1 ROC
Dedicated biomass	1.5 ROCs until 31 March 2016; 1.4 ROCs from 1 April 2016 but subject to a cap on total capacity eligible for support under the RO

Source: Government response to the consultation on proposals for the levels of banded support under the Renewables Obligation for the period 2013-17 and the Renewables Obligation 2012 (25 July 2012)

In relation to onshore wind, the level of support is 0.9 ROCs/MWh for new accreditations from 1 April 2013 to 31 March 2017. Electricity generation that is accredited under the RO will continue to receive its full lifetime of support (20 years) until the scheme closes in 2037.

The Scottish Executive followed the UK Government in cutting the support for new onshore wind accreditations to 0.9 ROCs from April 2013. It also confirmed its preference to continue at this level until 2016-17.

The proposals from the Scottish Executive as a result of its banding review are in line with the UK bands for the RO in England and Wales in respect of wind projects.

The Northern Ireland Assembly (NI) has generally followed the response of the UK Government in relation to the banding review. In the context of wind, and in line with the Scottish Executive, NI has also followed the UK in reducing the level of support for new onshore wind accreditations to 0.9 ROCs/MWh. NI has confirmed that there is no intention of changing the current policy regarding grandfathering (i.e. that the levels of support for onshore wind that are already accredited under the Renewable Obligation Order will not be affected).

It should be noted that there are, however, a few exceptions where Northern Ireland proposes to set a different ROC level than Great Britain. These exceptions relate to specific renewable technologies such as solar, land fill gas and hydro.

Current rules of the RO

The main parameters of the RO are:

power projects from eligible technologies over 5MW capacity are able to secure support for 20 years. The RO will expire at the end of March 2037, 20 years after the final accreditation date for new capacity⁹;
ROC bands for most technologies are grandfathered and determined by the levels in force at their accreditation dates. The interaction of production from eligible energy capacity and the relevant ROC award levels for the various stations determines the quantity of ROCs available to the market;
Renewables Obligation targets on suppliers will be set by the higher of the legislated fixed target or headroom mechanism (Headroom). Fixed targets escalate at approximately one point a year from 3.0 per cent. (redefined as equivalent to 3.0 ROCs/MWh on the introduction of banding in 2009) supplied in 2002-03 to 15.4 ROCs/MWh supplied 2015-16. Headroom is used to calculate a target on suppliers based on the total number ROCs expected in the market plus an uplift, initially set at eight per cent for 2009-10 but then raised to ten per cent. In practice since Headroom has been available from year 2009-10 it has been used to set targets in all years; and
The intention of Headroom is to reduce the likelihood that generation will exceed the RO obligation level in any given year and the consequent risk of a reduction in the value of ROCs.

ROCs are issued to generators accredited under the RO proportionately to metered output. ROCs are redeemed by suppliers to demonstrate compliance with their ROs. Therefore a supplier must ultimately purchase a ROC for value to arise from that ROC (or else pay the Buy-out Element). There is some limited speculative trading of ROCs but most ROCs are transacted directly from generator to supplier either subject to long term offtake agreements that can also document the sale of electricity and other commercial benefits or shorter-term packages. ROCs can be transacted independently of the electricity with which they are associated.

ROCs issuance timetable

There is a delay of approximately three months between the moment renewable electricity is generated and the associated ROC is credited to the operator's account in the Renewables and CHP register (Register). Once the ROCs have been credited to the Register, they can be traded directly, through a broker, or at an auction operated by the Non Fossil Purchasing Agency.

Devolved administrations

The Renewables Obligation is executively devolved for Scotland and fully devolved to Northern Ireland.

In Scotland, the Renewables Obligation Order (Scotland), like the Renewables Obligation, came into effect in April 2002. Scottish ROCs (SROCs) issued to Scottish renewable electricity generators can be traded alongside ROCs issued to generators in England and Wales under the RO. However, the Scottish Executive has and may set in the future different SROC bands for certain technologies and has previously elected to provide higher support levels for wave and tidal power than is available in England and Wales (although, the revised support levels are now aligned following the consultation for England and Wales).

The Renewables Obligation (Northern Ireland) Order came into effect in April 2005. Northern Ireland ROCs issued to Northern Irish renewable electricity generators can be traded alongside ROCs issued to generators in England, Wales and Scotland under the RO.

⁹ Existing wind farms accredited before 26 June 2008 will continue to receive support until the end of their operational lifetime or 2027, whichever is earlier. Source: article 17A Renewables Obligation 2009 (as amended)

Levy Exemption Certificates (LECs)

Renewable generators are also eligible to receive transferable exemptions from the Climate Change Levy (CCL) in the form of LECs. Save for hydro of capacity over 10MW, the eligibility rules are the same as for ROCs.

The CCL is a tax on the supply of energy products (whether that be electricity, gas, solid fuel or liquefied gas) to non-domestic consumers. It was introduced to reduce emissions of GHG by encouraging energy efficiency and/or the use of energy from renewable sources. LECs are issued to accredited renewable generators for each MWh of renewable electricity produced and are sold to electricity suppliers who use them to demonstrate to HMRC an exemption from the CCL on the related electricity they supply to non-domestic consumers. The CCL is indexed annually in line with the RPI and as of April 2014 was set at £5.41 per MWh.

Total revenue available to wind generators in the UK under the Renewables Obligation

Although exact cashflows will depend on negotiations between generators and suppliers, revenues for the former from renewable power production will be derived from of:

the market price of electricity in either Great Britain or Ireland depending on location of the station;
the value of the ROC Buy-out Element and ROC Recycle Elements where a Recycle Element arises;
the value of the LEC; and
any embedded benefits for avoiding the use of the transmission system.

This has the effect that, depending on the market price of power in normal circumstances when the headroom target is not breached, the actual sale of electricity may contribute less than half of an onshore wind farm's total revenues and less than a third of an offshore wind farm's total revenues.

Other renewables regimes

In 2010, the Government introduced a Feed in Tariff (FIT) scheme for small scale low carbon electricity. FITs entail payments being made to qualifying renewable electricity generators with a capacity of up to 5MW and are aimed at organisations, communities and individuals who have not traditionally engaged in the electricity market. The FIT has two components: the generation tariff (payment for the actual generation of power) and the export tariff (payment for unused surplus electricity exported back to the grid).

A small minority of wind farms in the UK operate under the Non-Fossil Fuel Orders (NFFO) of 1994, 1997, and 1998 (1999 in Scotland). NFFO provides a single fixed price for the renewable power generated by the wind farms and delivered onto the grid over a 15 year period. No new NFFO contracts have been awarded since 1999.

Electricity Market Reform

Introduction to electricity market reform

In order to achieve its goals in terms of energy supply and efficiency and promotion of low-carbon energy, the UK Government announced a number of measures under a process known as Electricity Market Reform (EMR).

The key elements of the reform package¹⁰ include:

a new charge, Carbon Price Support (CPS) which increases the cost of generating electricity from fossil fuels. CPS is intended to make sure that generators are exposed to a cost of carbon that encourages them to switch their investment to low carbon sources like renewables and nuclear. It was introduced on 1 April 2013 to initially reflect a carbon price of around £16 per tonne of carbon dioxide;
the introduction of new long term contracts (CFD FIT) as described above which are intended to provide stable financial incentives to invest in low-carbon electricity generation);

¹⁰ As set out in the Electricity Market Reform: Policy Overview

the establishment of a Capacity Market (CM) that is intended to provide, if needed, security of future electricity supply by ensuring sufficient reliable capacity is available to meet demand from 2018-19; and
an emissions performance standard for all new fossil fuel plants initially set at 450g CO₂ per kWh to reinforce the requirement that all new coal-fired power stations are built with Carbon Capture and Storage (CCS) technology.

Low carbon electricity generation is defined as the electricity produced by renewable power plants, nuclear power plants, and the fossil-fuelled plants with a specified proportion of capacity fitted with CCS.

CPS was legislated for under the Finance Act 2011.

Transition from the RO to CFD FITs

The introduction of CFD FITs which will be effective from 2015 will signal the beginning of a transitional period for renewables support for new projects in the UK. Between the time CFD FITs become available to be signed in 2014 and 31 March 2017, there will be a period of transition where the RO and the CFD FIT support regimes will co-exist for new projects. During that period, most new projects will have a choice between signing a CFD FIT and receiving support under the RO. However, the RO will close to accreditation for new projects on 31 March 2017. Existing projects already accredited under the RO will not be affected by the introduction of CFD FITs and will continue to receive their 20 year support under the RO.

The RO will be replaced by a fixed price certificate scheme in April 2027.

Details of the transition period and of fixed price certificates can be found in the July 2013 "Consultation on the Transition from the Renewables Obligation to Contracts for Difference" (the Transition Consultation) and the response to the Transition Consultation published in March 2014. Headroom will be used to set RO targets from 2017 to 2027. ROCs issued between 1 April 2017 and 31 March 2027 will be sold and purchased in the same way as at present. A Fixed Price Certificate Scheme for ROCs is to be introduced from 1 April 2027 for the final 10 years of the scheme. It is expected that fixed price ROCs will be based on the buy-out value plus ten per cent.

The Government has stated that it intends to grandfather support for all RO-accredited stations on the basis of the support rates applicable on 31 March 2017.

The Government has also confirmed that "In moving to the fixed price scheme, we have no intention of changing the level or length of support received by operators in relation to capacity within the RO, or the frequency with which certificates are issued". These statements were made to reassure the industry following concerns over the long term value of the fixed price certificates arising from the drafting of the Energy Act 2013.

The text of the Energy Act 2013 does not indicate a redemption value for fixed price certificates (this is left to be set in secondary legislation which is not likely to be passed until 2015); contemplates the possibility of introducing, via secondary legislation, different redemption rates for the certificates over successive periods of time; and provides that a cap on the number of fixed price certificates to be issued or covered by the obligation on the relevant body to purchase such fixed price certificates could be introduced. The Government has clarified that "The detail on fixed price certificates currently in place within the relevant clause of the Energy Bill was written to mirror that level of detail set out in the primary legislation in relation to the RO. We also intend to draft the secondary legislation on fixed price certificates to mirror the detail in the Renewables Obligation Order".

Regarding the issuance of the certificates, it is likely that Ofgem will continue to issue fixed price certificates to generators as it does for ROCs at present. It is intended that either Ofgem, the CFD FIT counterparty or another institution appointed by the Secretary of State would be the purchasing entity of the fixed price certificates. The purchasing entity would have an obligation to purchase the certificates. The details of implementation of these requirements are not yet known and may have implications for the value of ROCs going forwards. DECC will be consulting on secondary legislation and the detailed design of fixed price certificates in due course.

Any changes brought about following the implementation of the EMR framework are also likely to impact both Scottish and Northern Irish regimes. Any policy changes in Northern Ireland will be undertaken in the context of the island's SEM. It is not anticipated currently that there will be a carbon floor price adopted in the SEM.

CFD FITs

A CFD FIT is a contract to pay or be paid the difference between a stipulated market reference price for electricity and an agreed “strike price”. It is a two-way contract which could lead to the generator receiving payments from or having to make a payment to its counterparty under the CFD FIT. If the market reference price is lower than the strike price the generator will receive in aggregate a revenue stream equal to the strike price on its output. However, if the reference market price is higher than the strike price, the generator will have to pay the difference between the reference market price and the strike price to its counterparty under the CFD FIT. The counterparty will be the Low Carbon Contracts Company (LCCC), a government-owned company. National Grid Electricity Transmission, will administer the eligibility and allocation of CFD FITs. CFD FITs will be allocated by way of periodic allocation rounds, expected initially to be at least annual.

The first CFD FITs under the allocation process are due to be decided in the autumn of 2014 as outlined below. The allocation process will be auction-based.

Projects already accredited under the RO will not be affected by the CFD FIT and will continue to receive their 20 year support under the RO.

For new projects or additional capacity installed during the transition period, developers will be asked to make a one-off choice to apply under one or the other scheme. The choice of scheme will take place (a) on application for RO accreditation or (b) on application for a CFD FIT contract through the allocation process. An application for RO preliminary accreditation will not be regarded as making a one-off choice for the RO. Once an operator makes an application for a CFD FIT, that operator will not be permitted to apply for RO accreditation in respect of that generating station, unless the application for the CFD FIT is rejected. The operator will regain its choice if its initial application is unsuccessful. It will not regain its choice if it either voluntarily withdraws the application or refuses the offer to accredit or sign a contract.

On 24 July 2014, DECC published a draft Budget Notice in relation to the first allocation round of FIT CFDs. This will be updated and the final Budget Notice will be issued on 29 September 2014, in advance of the opening of the first allocation round on 14 October 2014.

The budget which is expected to be released for the first allocation round is:

Pot 1 (established technologies): £50 million for projects commissioning from 2015/16 onwards;
Pot 2 (less established technologies): £155 million for projects commissioning from 2016/17 onwards; and
Pot 3 (biomass conversions): indicative budget not yet decided for this pot.

If the budget is insufficient to satisfy all applications for a CFD FIT, projects will have to compete with one another for a CFD FIT by way of auctions. Inevitably, the most expensive schemes which require higher Strike Prices will lose out. Onshore wind is an “established technology” and offshore wind is a “less established technology”.

Payments under a CFD FIT will be paid to / from the CFD FIT counterparty, which is the LCCC. The LCCC will be funded by a levy charged on licensed electricity suppliers.

Capacity market

In order to ensure future security of supply the Government will be introducing a capacity market in the UK. A forecast of future peak demand will be made, four years ahead of the delivery year in which it is needed. The net amount of capacity which is needed to ensure security of supply (which will be informed by an enduring reliability standard) will be contracted through a competitive central auction run by the System Operator.

Both generation and non-generation approaches (such as demand side response (DSR)), will be able to participate in the capacity auction. However, capacity receiving support under the RO or CFD FITs will not be capable of participating in the capacity market. Providers of capacity successful in the auction will enter into capacity agreements that commit them to provide electricity when needed in the delivery year or years (in return for steady capacity payments) or face financial penalties. The costs of the capacity payments will be shared between electricity suppliers in the delivery year. In addition to capacity payments, providers of capacity will also receive revenue for the electricity they produce through the electricity market. This may have an impact on the wholesale electricity price as the capacity will no longer be remunerated as it is now through the wholesale electricity price.

The first auction will be run in 2014 for capacity to be available in 2018/9.

Carbon price floor

The carbon price floor (CPF) is a tax on fossil fuels used to generate electricity. It came into effect on 1 April 2013. It changes the existing Climate Change Levy (CCL) regime, by applying carbon price support (CPS) rates of CCL to gas, solid fuels and liquefied petroleum gas used in electricity generation. The CPF is made up of the price of CO2 from the EU Emissions Trading System (EU ETS) and the CPS rate per tCO2.

This CPS rate per tCO2 is used as the basis for setting individual CPS rates for each of the taxable commodities. The CPS rates apply to fossil fuels used in electricity generation that are taxed under the CCL regime (gas, solid fuels and LPG). The CPF is designed to provide an incentive to invest in low-carbon power generation. The original CPF trajectory reached £30/tCO2 in 2009 prices by 2020.

However, EU ETS carbon prices are now substantially lower than was expected when the CPF was introduced. If kept in place, the current CPF trajectory would cause a large and increasing gap between the carbon price faced by UK energy users and those faced abroad. The CPS rate per tonne of carbon dioxide (tCO2) will therefore be capped at a maximum of £18 from 2016 to 2017 until 2019 to 2020. This will freeze the CPS rates for each of the individual taxable commodities across this period at around 2015 to 2016 levels.

Emissions Performance Standard (EPS)

The Energy Act 2013 provides details of the EPS, which will limit emissions from fossil fuel power stations. The EPS will effectively ensure that no new coal-fired power plants will be consented to unless equipped with carbon capture and storage technology.

The operator of any new fossil fuel plant at or over 50MW will have a total tonnage allowance of $\mathrm{CO}{2}$ within which it must ensure that emissions from the plant remain. The EPS will initially be set at an annual limit equivalent to $450\mathrm{gCO}{2} / \mathrm{kWh}$ for a plant operating at baseload. The level of the standard is to be reviewed in 2015, but plant operating at that point will remain subject to that standard until 2045.

The Energy Act 2013 also sets out details of circumstances in which the EPS may be modified or suspended for the purpose of maintaining the UK's security of supply and provides powers for an appropriate national authority to establish a monitoring and enforcement regime.

Wind continues to play a pivotal role in meeting the UK's security of supply needs and decarbonisation targets

The UK Government has reiterated its support for renewable energy in a number of recent policy announcements. The financial budget is managed through the Levy Control Framework (LCF).

The LCF is a budget which sets out the maximum support for low carbon generation on an annualised basis, including obligations under existing schemes and those due under CFD FITs, and is intended to enable the UK Government to meet its 2020 renewables target. The LCF was established by DECC and HM Treasury (HMT) in 2011 in order to cap the cost of schemes funded from levies on energy bills while ensuring that DECC "achieves its fuel poverty, energy and climate change goals in a way that is consistent with economic recovery and minimising the impact on consumer bills".

The LCF is set on a trajectory from £3.184b in 2013-14 to £7.6b by 2020-21 in 2011-12 prices. It covers the costs of the RO, CfD FiTs and micro-generation feed-in tariffs.

At the end of October 2013 the UK Government reiterated its support for large-scale renewables or FITs in its Annual Energy Statement, in which it also set out the government's priorities in delivering the UK's energy policies in the near term. The UK Government's key priorities are centred around:

helping households and businesses take control of their energy bills and keep their costs down;
unlocking investments in the UK's infrastructure that will support economic growth; and
playing a leading role in efforts to secure international action to reduce greenhouse gas emissions and tackle climate change.

In order to keep consumer bills under control, the government Ofgem are progressing an ambitious package of reforms to allow for effective competition in the wholesale energy market. It is intended that having the EMR programme in place will also encourage more private sector investment in the UK's infrastructure that will support economic growth. The proposed Capacity Market auction in 2014 for delivery of capacity commencing in the winter of 2018/19 and the mass roll out of smart meters in homes across Great Britain from 2015, are examples of the Government's commitment to ensure robust and reliable electricity supplies through to 2020. The Government has also taken the lead in pushing for greater energy efficiency by committing to reduce emissions by 34 per cent. by 2020. Renewable energy is thus central to the UK's strategy for reducing carbon emissions and driving economic growth.

Recent transactions in the generation space have served to underline the UK Government's support for the strike price mechanic to be deployed across power generation technologies. In October 2013 the UK Government agreed commercial terms with EDF for its potential investment in the Hinkley Point C nuclear power station. Under the terms of the agreement, which are still subject to state aid approval by the European Commission, the strike price could rise to £92.50/MWh, a level comparable to the 0.9 ROCs/MWh currently attributable to onshore wind projects under the RO.

The GB and Ireland wholesale electricity markets

The GB wholesale electricity market

The wholesale electricity market in Great Britain (England, Wales and Scotland) is based upon bilateral trading of power between generators, licensed suppliers and intermediaries. The principal requirements are set out in the Balancing and Settlement Code (BSC), to which all licensed electricity generators (as well as licensed suppliers, transmission owners and the system operator) are required to accede. Some generators are exempt from the requirement to hold a licence (and therefore do not need to be party to the BSC). The BSC is managed by Elexon Limited and may be viewed at www.elexon.co.uk.

Generally, all trading parties, including generators and suppliers, are required to balance their energy accounts in each half-hourly Settlement Period. Generators do this by ensuring that the amount of electricity traded (represented by contract notifications made one hour ahead of the delivery period, termed gate closure) is equal to the amount of electricity generated (represented by actual meter reads) adjusted for a share of physical losses made in that half hour on the transmission system. They can trade up to gate closure an hour ahead of each half hour delivery period but, to the extent that they fail to match their notified contracts with their metered volumes, they will incur imbalance costs. As an intermittent technology wind generators may see this imbalance cost as a commercial risk.

National Grid, the system operator, is obliged by its transmission licence to manage the short term operation of the transmission system. This can be achieved through a number of means, including the use of contracts for balancing or ancillary services (frequency response, black start, etc.) or the balancing mechanism. The balancing mechanism allows National Grid to secure incremental or decremental power (beyond that which it has acquired through balancing services contracts) to keep the system in balance after gate closure.

A part-marginal price formula based on actions taken through the balancing mechanism is used to levy charges on those parties that were out of balance and caused the costs to be incurred. The resulting imbalance charges (also known as cash-out prices) are unpredictable and fluctuate considerably. A generator that is frequently out of balance may incur significant imbalance costs. Reforms are underway to make the way these prices are calculated more marginal with changes scheduled to be fully implemented by early winter 2018-19.

The proposals are a consequence of Ofgem's Electricity Balancing Significant Code Review launched in August 2012. Ofgem issued a draft policy statement in early summer 2013 with the final policy decision published in May 2014. The package of reforms include:

making the cash-out price "fully marginal" by reducing the volume of system operator actions it is based on, known as the Price Average Reference (PAR), to 1MWh from the current 500MWh, in order to reduce the dampening effect of the higher volume and to send the most efficient signal to parties to take balancing actions where cheaper to do so than the system operator;

moving from a dual to a single cash-out price to make prices more cost reflective and simplify the arrangements;
introducing in to the price calculation formulas a cost for voltage reduction and disconnection; and
the pricing of Short Term Operating Reserve balancing services into cash-out through a Reserve Scarcity Pricing function.

The various reforms could be implemented in stages from as early as winter 2014/15 to early winter 2018/19.

The Irish wholesale electricity market

The SEM, an all-island wholesale electricity market, operates in the Republic of Ireland and Northern Ireland. An operating generating station located on the island of Ireland with a maximum export capacity in excess of 10MW must participate in the SEM. The SEM is a gross mandatory pool into which all electricity generated on or imported onto the island of Ireland must be sold, and from which all wholesale electricity for consumption on or export from the island of Ireland must be purchased. It is governed by the Trading and Settlement Code (TSC) and managed by the Single Electricity Market Operator (SEMO), established as a contractual joint venture by EirGrid and SONI. Key features of the market include:

generators must submit day ahead price offers based on their marginal cost of generation in each 30 minute trading period;
the SEMO determines a System Marginal Price (SMP) for each trading period. The SMP is paid to all generators who dispatched and all suppliers who drew demand in the relevant trading period;
EirGrid manages the central dispatch of generators based on the running order of the pool but with discretion to adjust it to manage the system constraints and reserve requirements;
the SEMO manages a separate capacity payment mechanism which is levied for each trading period on suppliers and paid to generators based on rules determined by the NI and ROI regulators from time to time, but in principle is designed to reward generators who contribute to capacity based on availability. Renewable generator availability is calculated equivalent to their dispatched power;
in addition to payments for energy, generators in the SEM receive capacity payments. Capacity payments are fixed payments to participants offering generation capacity in the SEM. A fixed "pot" of money is calculated for each Trading Year by CER and Ofgem and distributed to relevant generators.

PART IV: PORTFOLIO AND PIPELINE

Where information contained in this Part IV has been sourced from a third party, the Company confirms that such information has been accurately reproduced and the source identified and, so far as the Company is aware and is able to ascertain from the information published by that third party, no facts have been omitted which would render the reproduced information inaccurate or misleading.

Portfolio Overview

The Portfolio consists of interests in SPVs, each SPV holding one or more operating wind farms located in the UK (16 wind farms in total). The aggregate net installed capacity of the Portfolio is 271.5MW. 15 wind farms are located onshore and one is located eight kilometres offshore. The Group's ownership interests in the SPVs comprising the Portfolio vary between 24.95 per cent. and 100 per cent. All wind farms within the Portfolio are operated by experienced utility companies and turbine manufacturers or other experienced operators and the output from the wind farms is sold to utility companies and a major UK corporate under long term variable price PPAs (although the corporate PPA has an element of fixed pricing in the medium term).

The Portfolio comprises the following assets:

Wind Farm	Country	Turbines	PPA	Total MW*	Group ownership stake	Net MW*	Commercial operations date	Acquisition date	ROCs / MWh	Forecast net load factor**
Bin Mountain	Northern Ireland	GE	SSE	9.0	100%	9.0	Jul-07	Mar-13	1.0	33.1%
Braes of Doune	Scotland	Vestas	Centrica	72.0	50%	36.0	Jun-07	Mar-13	1.0	25.7%
Carcant	Scotland	Siemens	SSE	6.0	100%	6.0	Jun-07	Mar-13	1.0	33.0%
Cotton Farm	England	Senvion	Sainsbury's	16.4	100%	16.4	Mar-13	Oct-13	1.0	35.6%
Drone Hill	Scotland	Nordex	E.ON	28.6	51.6%	14.8	Aug-12	Aug-14	1.0	23.7%
Earl's Hall Farm	England	Senvion	Sainsbury's	10.3	100%	10.3	Mar-13	Oct-13	1.0	35.4%
Kildrummy	Scotland	Enercon	Sainsbury's	18.4	100%	18.4	May-13	Jun-14	1.0	35.7%
Lindhurst	England	Vestas	RWE	9.0	49%	4.4	Oct-10	Nov-13	1.0	30.1%
Little Cheyne Court	England	Nordex	RWE	59.8	41%	24.5	Mar-09	Mar-13	1.0	27.5%
Maerdy	Wales	Siemens	Statkraft	24.0	100%	24.0	Aug-13	Jun-14	1.0	32.2%
Middlemoor	England	Vestas	RWE	54.0	49%	26.5	Sep-13	Nov-13	1.0	28.6%
North Rhins	Scotland	Vestas	E.ON	22.0	51.6%	11.4	Dec-09	Aug-14	1.0	37.8%
Rhyl Flats	Wales	Siemens	RWE	90.0	24.95%	22.5	Jul-09	Mar-13	1.5	35.7%
Sixpenny Wood	England	Senvion	Statkraft	20.5	51.6%	10.6	Jul-13	Aug-14	1.0	31.0%
Tappaghan	Northern Ireland	GE	SSE	28.5	100%	28.5	Jan-05***	Mar-13	1.0	30.1%
Yelvertoft	England	Senvion	Statkraft	16.4	51.6%	8.5	Jul-13	Aug-14	1.0	28.6%
Total						271.5

Net MW represents the Group ownership stake in the Total MW capacity of the underlying wind farm.
** Forecast net load factor is the expected output of the wind farm divided by the theoretical maximum output over a calendar year (expressed as a percentage). Forecast net load factors are net of each wind farm's availability assumption (95 to 98 per cent., depending on the wind farm). Forecast net load factors are P50 estimates (the probability of output exceeding the estimate being 50 per cent.) based on operational data (greater than one year of operations) or modelled assumptions (less than one year of operations).
*** Tappaghan extension (9MW) commissioned in June 2009.

At the time of purchase, five of the wind farms in the Portfolio (Cotton Farm Wind Farm, Earl's Hall Farm Wind Farm, Middlemoor Wind Farm, Kildrummy Wind Farm and Maerdy Wind Farm) had only recently entered into operation. As a result, only limited operational data was available. Operational data provides important input to the forecast net load factor. The Company has thus

agreed with the Vendors of these wind farms that a “Wind Energy True-up” will apply once two years’ operational data has become available (the net load factor will be reforecast based on all available data and the purchase price will be adjusted, subject to de minimis thresholds and caps). The effect of this “Wind Energy True-up” is that the purchase prices for these wind farms will be adjusted so that the purchase prices are based on a two year operational track record.

Gross Asset Value

The estimated Gross Asset Value as at 31 August 2014 is £582.9 million¹¹:

Portfolio	£578.5 million
Cash	£6.9 million
Other	£(2.6) million
Total	£582.9 million

Portfolio breakdown (by value attributed to each wind farm by the Investment Manager as at 31 August 2014) is as set out below:

Operating and Financial Review (for the six months ended 30 June 2014)

Operating performance

The portfolio has performed in line with management expectations and there are no material issues that are affecting the performance of the assets.

Generation for the Portfolio as a whole in the 6 months to 30 June 2014 was 250.7GWh, in line with budget.

¹¹ Investment Manager's estimate

Financial performance

The table below demonstrates strong dividend cover in the period of 1.9x. Net cash generation after fees, costs and expenses was £20.1 million. After dividends, reinvestment, debt repayment and equity issuance, cash balances (Group and wind farm SPVs) at 30 June 2014 were £16.8 million.

Group and wind farm SPV cash flows	For the six months ended 30 June 2014 £m
Net cash generation (after fees, costs and expenses)^{(1)}	20.1
Dividend (paid February 2014 for 6 months to 31 December 2013)	(10.2)
Investment in Kildrummy^{(2)}	(41.1)
Debt drawn down	42.0
Net reinvestment	(2.1)
Investment in Maerdy^{(2)}	(53.5)
Debt drawn down	51.0
Net reinvestment	(2.5)
Outstanding acquisition and upfront finance costs as at 30 June 2014	0.5
Equity issuance	2.0
Debt repayment	(8.0)
Movement in cash (Group and wind farm SPVs)	(0.3)
Opening cash balance (Group and wind farm SPVs)	17.1
Ending cash balance (Group and wind farm SPVs)	16.8
Net cash generation	20.1
Dividend (to be paid August 2014 for 6 months to 30 June 2014)	10.6
Dividend Cover	1.9x

(1) £20.1 million net cash generation includes £17.7 million net cash flow from operating activities less ongoing finance costs of £0.8 million plus £3.4 million movement in SPV cash balances less £0.2 million cash acquired with Kildrummy.
(2) includes acquisition and upfront finance costs.

A dividend of £10.2 million (3 pence per share) was paid in February 2014 in respect of the period 1 July to 31 December 2013 and a dividend of £10.6 million (3.08 pence per share) was paid in August 2014 in respect of the period 1 January to 30 June 2014.

The NAV on 31 December 2013 was £351.1 million (102.9 pence per share) and increased to £363.4 million (105.8 pence per share) by 30 June 2014.

Gearing

The Group has no debt at SPV level. At Holdco level, the Group has outstanding borrowings of £225 million under its Acquisition Facility Agreement. It is the intention to prepay a portion of the amount outstanding under this facility using substantially all of the Net Issue Proceeds as outlined in this Prospectus.

Further details on the individual wind farms comprising the Portfolio are outlined below:

Bin Mountain

Bin Mountain Wind Farm is located in County Tyrone, Northern Ireland and Bin Mountain SPV is wholly owned by the Company.

Bin Mountain consists of six GE 1.5MW turbines with total capacity of 9MW.

The wind farm was commissioned in July 2007.

Operational management services are provided by SSE. Turbine operation and maintenance is currently provided by GE under renewed five year warranty, operation and maintenance arrangements (due to expire on 27 March 2018).

Bin Mountain sells its output to SSE under a PPA expiring in 2028: power at 95 per cent. of market price; ROCs at 90 per cent. of market price¹²; LECs at 75 per cent. of market price; and embedded benefits at 95 per cent. of market price.

Braes of Doune

Braes of Doune Wind Farm is located in Stirlingshire, Scotland and Braes of Doune SPV is 50 per cent. owned by the Company and 50 per cent. owned by funds managed by Hermes GPE LLP.

Braes of Doune Wind Farm consists of 36 Vestas V80 2MW turbines with a total capacity of 72MW.

The wind farm was commissioned in June 2007.

Operational management services are provided by DNV-GL Garrad Hassan. Turbine operation and maintenance is provided by Vestas under renewed five year warranty, operation and maintenance arrangements (due to expire on 17 August 2017).

Braes of Doune SPV sells its output to Centrica under a PPA expiring in 2022: power at 91 per cent. of market price; ROCs at 100 per cent. of market price; LECs at 90 per cent. of market price; and embedded benefits¹³ at 100 per cent. of market price.

Carcant

Carcant Wind Farm is located in Midlothian, Scotland and Carcant SPV is wholly owned by the Company.

Carcant consists of three Siemens 2.3MW turbines with a total capacity of 6.9MW, which is constrained to 6MW by the wind farm's grid connection.

The wind farm was commissioned in June 2010.

Operational management services are provided by SSE. Turbine operation and maintenance is provided by Siemens under the original five year warranty, operation and maintenance arrangements (due to expire on 21 June 2015).

Carcant sells its output to SSE under a PPA expiring in 2020: power at 90 per cent. of market price; ROCs at 90 per cent. of market price¹⁴; LECs at 75 per cent. of market price; and embedded benefits at 90 or 100 per cent. of market price depending on the benefit.

Cotton Farm

Cotton Farm Wind Farm is located in Cambridgeshire, England and Cotton Farm SPV is wholly owned by the Company.

Cotton Farm consists of eight Senvion MM92 2.05MW turbines with a total capacity of 16.4MW.

The wind farm was commissioned in March 2013.

Cotton Farm was originally developed by RWE then sold to BayWa as a consented development asset.

Operational management services are provided by BayWa. Turbine operation and maintenance is provided by REpower under fifteen year warranty, operation and maintenance arrangements (due to expire on 28 March 2028).

Cotton Farm sells its output to Sainsbury's under a PPA expiring in 2028: power at a fixed price of £56/MWh until 2022 and 87 per cent. of market price thereafter; ROCs at 94 per cent. of market price for the ROC Buy-out Element and 100 per cent. of market price for the ROC Recycle

¹² 50 per cent. of the ROCs issued to Bin Mountain SPV will be sold to SSE under its PPA. Bin Mountain SPV will have the option to offer to sell the other 50 per cent. of its ROCs to SSE on the same terms and SSE will have the option to accept such offer. In the event that the option ROCs are not sold to SEE, Bin Mountain SPV is free to sell its ROCs to a third party at market price.

¹³ Embedded benefits are avoided transmission charges and other benefits that accrue to the generator by virtue of being embedded in the distribution network as opposed to being connected to the transmission network (total value to the order of £5/MWh but vary by asset).

¹⁴ 50 per cent. of the ROCs issued to Carcant SPV will be sold to SSE under its PPA. Carcant SPV will have the option to offer to sell the other 50 per cent. of its ROCs to SSE on the same terms and SSE will have the option to accept such offer. In the event that the option ROCs are not sold to SEE, Carcant SPV is free to sell its ROCs to a third party at market price.

Element; LECs at 90 per cent. of market price; and embedded benefits at 90 per cent. of market price.

Drone Hill

Drone Hill Wind Farm is located in the Scottish Borders, Scotland and SYND Holdco Limited (holding all of Drone Hill, North Rhins, Sixpenny Wood and Yelvertoft Wind Farms) is 51.6 per cent. owned by Company and 48.4 per cent. by Swiss Life Funds (Luxembourg) Global Infrastructure Opportunities, S.C.A., SICAV-SIF (100 per cent owned by Swiss Life Asset Management).

Drone Hill consists of 22 Nordex 1.3MW turbines with a total capacity of 28.6MW.

The wind farm was commissioned in August 2012.

Operational management services are provided by AES. Turbine operation and maintenance is provided by Vestas under the original five year warranty, operation and maintenance arrangements (due to expire in August 2017).

Drone Hill sells its output to Statkraft under a PPA expiring in 2027: power at 88.5 per cent. of market price; ROC buyout at 90 per cent. of market price; ROC recycle at 92 per cent. of market price; LECs at 92 per cent. of market price; and embedded benefits at 90 per cent. of market price. The PPA includes a floor price.

Earl's Hall Farm

Earl's Hall Farm Wind Farm is located in Essex, England and Earl's Hall Farm SPV is wholly owned by the Company.

Earl's Hall Farm consists of five Senvion MM92 2.05MW turbines with a total capacity of 10.25MW.

The wind farm was commissioned in March 2013.

Earl's Hall Farm was originally developed by RWE then sold to BayWa as a consented development asset.

Earl's Hall Farm sells its output to Sainsbury's under a PPA expiring in 2028: power at a fixed price of £56/MWh until 2022 and 87 per cent. of market price thereafter; ROCs at 94 per cent. of market price for the ROC Buy-out Element and 100 per cent. of market price for the ROC Recycle Element; LECs at 90 per cent. of market price; and embedded benefits at 90 per cent. of market price.

Kildrummy

Kildrummy Wind Farm is located in Aberdeenshire, Scotland and Kildrummy SPV is 100 per cent. owned by the Company.

Kildrummy consists of eight Enercon 2.3MW turbines with a total capacity of 18.4MW.

The wind farm was commissioned in May 2013.

Kildrummy was originally developed by RWE then sold to BayWa as a consented development asset.

Operational management services are provided by BayWa. Turbine operation and maintenance is provided by Enercon under fifteen year warranty, operation and maintenance arrangements (due to expire on 10 May 2028).

Kildrummy sells its output to Sainsbury's under a PPA expiring in 2028: power at a fixed price of £56/MWh until 2022 and 87 per cent. of market price thereafter; ROCs at 94 per cent. of market price for the ROC Buy-out Element and 100 per cent. of market price for the ROC Recycle Element; LECs at 90 per cent. of market price; and embedded benefits at 90 per cent. of market price.

Lindhurst

Lindhurst Wind Farm is located in Nottinghamshire, England and Middlemoor Lindhurst SPV (holding both Middlemoor Wind Farm and Lindhurst Wind Farm) is 49 per cent. owned by Company and 51 per cent. owned by RWE.

Lindhurst consists of 5 Vestas V90 1.8MW turbines with a total capacity of 9MW.

The wind farm was commissioned in October 2010.

Operational management services are provided by RWE. Turbine operation and maintenance is provided by Vestas under the original five year warranty, operation and maintenance arrangements (due to expire on 12 November 2015).

Lindhurst sells its output to RWE under a PPA expiring in 2028: power at 90 per cent. of market price until 2023 and 80 per cent. thereafter; ROCs at 90 per cent. of market price; LECs at 80 per cent. of market price; and embedded benefits at 90 per cent. of market price.

Little Cheyne Court

Little Cheyne Court Wind Farm is located in Kent, England and Little Cheyne Court SPV is 41 per cent. owned by the Company and 59 per cent. owned by RWE.

Little Cheyne Court consists of 26 Nordex N90 2.3MW turbines with a total capacity of 59.8MW.

The wind farm was commissioned in March 2009.

Operational management services are provided by RWE. Turbine operation and maintenance is provided by Nordex under the original five year warranty, operation and maintenance arrangements (due to expire on 28 May 2015).

Little Cheyne Court sells its output to RWE under a PPA expiring in 2027: power at 90 per cent. of market price; ROCs at 90 per cent. of market price; LECs at 80 per cent. of market price; and embedded benefits at 90 per cent. of market price.

Maerdy

Maerdy Wind Farm is located in the Rhondda Valley, Glamorgan, Wales and Maerdy SPV is 100 per cent. owned by the Company.

Maerdy consists of eight Siemens 3.0MW turbines with a total capacity of 24MW.

The wind farm was commissioned in August 2013.

Operational management services are provided by Wind Prospect. Turbine operation and maintenance is provided by Siemens under fifteen year warranty, operation and maintenance arrangements (due to expire on 12 August 2028).

Maerdy sells its output to Statkraft under a PPA expiring in 2028: power prices are fixed in nominal terms for the initial trading periods (£46.98 / MWh in Winter 2014/15, £46.13 / MWh in Summer 2015 and £50.63 / MWh in Winter 2015/16) and thereafter at 90 per cent. of market until year 10, 88 per cent. of market price in years 11 and 12, and 86% for the remaining years of the PPA; ROCs at 90 per cent. of market price for the ROC Buy-out Element and 92 per cent. of market price for the ROC Recycle Element; LECs at 88 per cent. of market price¹⁵; and embedded benefits at 90 per cent. of market price.

Middlemoor

Middlemoor Wind Farm is located in Northumberland, England and Middlemoor Lindhurst SPV (holding both Middlemoor Wind Farm and Lindhurst Wind Farm) is 49 per cent. owned by the Company and 51 per cent. owned by RWE.

Middlemoor consists of 18 Vestas V90 3MW turbines with a total capacity of 54MW.

The wind farm was commissioned in September 2013.

Operational management services are provided by RWE. Turbine operation and maintenance is provided by Vestas under the original six year warranty, operation and maintenance arrangements (due to expire on 26 September 2019).

¹⁵ The PPA requires Statkraft to pass on 100% of the market price of LECs. Quotes from LEC brokers at the time of the production of the Maerdy information memorandum (provided at the time of sale) showed market pricing at 88% of the Climate Change Levy.

Middlemoor sells its output to RWE under a PPA expiring in 2028: power at 90 per cent. of market price until 2023 and 80 per cent. thereafter; ROCs at 90 per cent. of market price; LECs at 80 per cent. of market price; and embedded benefits at 90 per cent. of market price.

North Rhins

North Rhins Wind Farm is located in the North Rhins peninsula, Dumfries and Galloway, Scotland and SYND Holdco Limited (holding all of Drone Hill, North Rhins, Sixpenny Wood and Yelvertoft Wind Farms) is 51.6 per cent. owned by Company and 48.4 per cent. by Swiss Life Funds (Luxembourg) Global Infrastructure Opportunities, S.C.A., SICAV-SIF (100 per cent owned by Swiss Life Asset Management).

North Rhins consists of 11 Vestas V80 2MW turbines with a total capacity of 22MW.

The wind farm was commissioned in December 2009.

North Rhins sells its output to E.ON under a PPA expiring in 2024: power at 90 per cent. of market price; ROCs at 90 per cent. of market price; LECs at 90 per cent. of market price; and embedded benefits at 90 per cent. of market price. The PPA includes a floor price.

Rhyl Flats

Rhyl Flats Wind Farm is located offshore, eight kilometres off the north Wales coast in average water depth of eight metres and Rhyl Flats SPV is 24.9 per cent. owned by the Company, 24.95 per cent. owned by UKGIB and 50.1 per cent. owned by RWE.

Rhyl Flats consists of 25 Siemens 3.6MW turbines with a total capacity of 90MW.

The wind farm was commissioned in July 2009.

Operational management services are provided by RWE. Turbine operation and maintenance is provided by Siemens under the original five year warranty, operation and maintenance arrangements (due to expire on 10 December 2014).

Rhyl Flats sells its output to RWE under a PPA expiring in 2027: power at 90 per cent. of market price; ROCs at 90 per cent. of market price; LECs at 80 per cent. of market price; and embedded benefits at 90 per cent of market price.

Sixpenny Wood

Sixpenny Wood Wind Farm is located in the East Riding of Yorkshire, England and SYND Holdco Limited (holding all of Drone Hill, North Rhins, Sixpenny Wood and Yelvertoft Wind Farms) is 51.6 per cent. owned by Company and 48.4 per cent. by Swiss Life Funds (Luxembourg) Global Infrastructure Opportunities, S.C.A., SICAV-SIF (100 per cent owned by Swiss Life Asset Management).

Sixpenny Wood consists of 10 Senvion MM92 2.05MW turbines with a total capacity of 20.5MW.

The wind farm was commissioned in July 2013.

Operational management services are provided by AES. Turbine operation and maintenance is provided by Senvion under the original five year warranty, operation and maintenance arrangements (due to expire in July 2018).

Sixpenny Wood sells its output to Statkraft under a PPA expiring in 2028: power at 89 per cent. of market price; ROCs at 90 per cent. of market price; LECs at 90 per cent. of market price; and embedded benefits at 95 per cent. of market price. The PPA includes a floor price.

Tappaghan

Tappaghan Wind Farm is located in County Fermanagh, Northern Ireland and Tappaghan SPV is wholly owned by the Company.

Tappaghan phase one (commissioned January 2005) consists of 13 GE 1.5MW turbines and Tappaghan phase two (commissioned June 2009) consists of a further six GE 1.5MW turbines giving a total capacity of 28.5MW.

Operational management services are provided by SSE. Turbine operation and maintenance is provided by GE under renewed five year warranty, operation and maintenance arrangements (due to expire on 27 March 2018).

Tappaghan sells its output to SSE under a PPA expiring in 2028: power at 95 per cent. of market price; ROCs at 90 per cent. of market price¹⁶; and LECs at 75 per cent. of market price. There are no embedded benefits since Tappaghan SPV is registered as a market participant within the SEM.

Yelvertoft

Yelverton Wind Farm is located in Northamptonshire, England and SYND Holdco Limited (holding all of Drone Hill, North Rhins, Sixpenny Wood and Yelvertoft Wind Farms) is 51.6 per cent. owned by Company and 48.4 per cent. by Swiss Life Funds (Luxembourg) Global Infrastructure Opportunities, S.C.A., SICAV-SIF (100 per cent owned by Swiss Life Asset Management).

Yelvertoft consists of 8 Senvion MM92 2.05MW turbines with a total capacity of 16.4MW.

The wind farm was commissioned in July 2013.

Yelverton sells its output to Statkraft under a PPA expiring in 2028: power at 89 per cent. of market price; ROCs at 90 per cent. of market price; LECs at 90 per cent. of market price; and embedded benefits at 95 per cent. of market price. The PPA includes a floor price.

Pipeline

Since First Admission on 27 March 2013, the Company has made investments in 16 wind farms from five vendors with net operating capacity of 271.5MW.

As at December 2013, around 7.5GW of onshore capacity was operating in the UK and offshore operating wind capacity amounted to 3.7GW as at December 2013.

A large majority of this capacity is owned by utilities and the Company, as outlined in Part II of this Prospectus, believes that it is in a strong position to benefit from the divestment and capital recycling activities of the utility owners (and indeed other developers).

The Company, via the Investment Manager, has been in discussion with the majority of the utilities that own operating wind farms in the UK and certain other developers about further investment opportunities. The Investment Manager is actively engaged with a number of specific investment opportunities.

¹⁶ 50 per cent. of the ROCs issued to Tappaghan SPV will be sold to SSE under its PPA. Tappaghan SPV will have the option to offer to sell the other 50 per cent. of its ROCs to SSE on the same terms and SSE will have the option to accept such offer. In the event that the option ROCs are not sold to SEE, Tappaghan SPV is free to sell its ROCs to a third party at market price.

PART V: DIRECTORS, MANAGEMENT AND ADMINISTRATION

The Board

The Board is responsible for the determination of the Company's investment objective and policy and have overall responsibility for the Company's activities including the review of investment activity and performance.

There are currently five Directors, all of whom are non-executive and independent of the Investment Manager. The Directors are listed below and details of their current and recent directorships and partnerships are set out in paragraph 9 of Part IX of this Prospectus.

Tim Ingram (Chairman), aged 67, is an experienced chairman and chief executive, with a long executive career in financial services and a non-executive portfolio spanning a variety of sectors, including business management software and services, real estate, manufacturing, investment trusts and commercial and investment banking.

Tim's early executive career was in international banking with Grindlays Bank and ANZ Banking Group. He was an executive director of Abbey National plc (now part of Santander) from 1996 to 2002. After leaving Abbey National, he became Chief Executive of Caledonia Investments plc from 2002 until his retirement in July 2010.

He was chairman of Collins Stewart Hawkpoint plc from 2010 until it was acquired by Canaccord Financial Inc. in March 2012. Since October 2012 he has been chairman of the Wealth Management Association (formerly APCIMS (the Association of Private Client Investment Managers and Stockbrokers)) and since April 2011 he has been chairman of Fulham Palace Trust. He was chairman of RSM Tenon plc from May 2012 to August 2013. He was a non-executive director, and later Senior Independent Director, of Sage plc from 2002 to 2011, a non-executive director, and later Senior Independent Director, of Savills plc from 2002 to 2012, and a non-executive director of Alliance Trust plc from 2010 to 2012. He has been a non-executive director of Alok Industries Ltd, an Indian quoted company, since 2005. He has also been a non-executive director of the board of the European subsidiaries of QBE Ltd since March 2014.

Shonaid Jemmett-Page, FCA (Director), aged 54, is an experienced non-executive director in the energy and financial sectors. She is currently a non-executive director of GKN plc, APR Energy plc, Amlin plc and Origo Partners plc and until recently was a non-executive director of Close Brothers Group plc. She is chairman of the audit committees of all of these companies. She also sits on the risk committees of Amlin plc.

Shonaid spent 20 years at KPMG, the global audit and advisory firm, in London and Tokyo, leaving the company in 2001 as a Partner in the Financial Services team. She was a Senior Vice President, Finance and Information at Unilever plc from 2001 to 2008. In 2009 Shonaid left Unilever plc and became Chief Operating Officer of CDC Group plc, a private equity fund of funds with net assets of £2.8 billion investing in developing countries. She left this role in May 2012 to focus on her non-executive appointments.

William Rickett C.B. (Senior Independent Director), aged 61, is a former Director General of the Department of Energy & Climate Change within the UK Government (2006-2009) with considerable experience as non-executive director of private sector companies. William was chairman of the Governing Board of the International Energy Agency from 2007 to 2009. His current non-executive directorships include: Eggborough Power Ltd, an electricity generating company; Helius Energy plc (William is Senior Independent Director), an AIM listed developer of new dedicated biomass power stations; Impax Environmental Markets plc, a listed investment trust specialising in the alternative energy, waste and water sectors; Cambridge Economic Policy Associates Ltd, an economic, financial and public policy consultancy with a strong energy practice; and Smart DCC Ltd, the company procuring the shared infrastructure needed for the roll out of smart gas and electricity meters across the country.

William's Whitehall career included 15 years of board-level experience in five government departments focusing on energy and transport. In the late 1980s he led the privatisation of the electricity industry creating the first competitive electricity market in the world. Later as Director General of Energy he drove the transformation of the UK energy policy to re-establish a nuclear power programme as well as developing strategies for the deployment of renewable energy.

Kevin McCullough (Director), aged 49, is an accomplished executive with significant experience in the energy and renewables sectors. He was formerly Chief Operating Officer of RWE Innogy (the dedicated renewable subsidiary of RWE) and latterly Chief Operating Officer of RWE npower

where, in addition, he was responsible for Health, Safety and Environment Management. He more recently served as Chief Executive Officer of UK Coal Production Ltd, and is a qualified engineer.

Kevin started his career through a number of operational plant roles giving increasing responsibility within the CEGB and in time, National Power. Following that, he spent time in the United States to develop and deliver a number of significant power plant projects before returning to RWE npower to take on further senior responsibility within the UK. From 2004, as Managing Director of RWE npower's renewable business he grew a 450MW+ UK operational portfolio and was responsible for the Group-wide renewables strategy.

From 2007 he took on responsibility, as COO, across Europe for the Group with annual renewable investment in excess of €1 billion. From 2009 to 2012, as COO of RWE's UK business he was responsible for the management of npower's generation fleet, commercial optimisation of the full value chain including procurement, and customer service management. He was also the lead interface with the UK government on all matters relating to UK generation asset operations and development.

Dan Badger (Director), aged 68, has had a long career in the energy sector and has significant experience in wind farm transactions. He is currently a Partner at Hideal Partners, a renewables advisory firm, and was previously a member of the UK/European renewables M&A team at Babcock & Brown.

Dan worked for ten years at the US Department of Energy and the International Energy Agency in economic and policy development roles before moving onto project development within the gas-fired generation and then renewables sectors. Whilst at Babcock and Brown, Dan was involved with and led a number of significant renewables acquisitions across Europe of both development pipeline and operational capacity, a number of these through innovative framework agreements. Dan also led the 200MW development of the Robin Rigg offshore wind farm, in the Solway Firth, now owned by Eon.

Dan was proposed to the Board by BIS pursuant to its rights under the BIS Side Letter and the Board appointed Dan given his sector experience.

Corporate governance

The Company is committed to high standards of corporate governance and the Board is responsible for ensuring the appropriate level of corporate governance is met.

The Company complies with the principles of good governance contained in the UK Corporate Governance Code and the AIC Code, which complements the UK Corporate Governance Code and provides a framework of best practice for listed investment companies.

All of the Directors are non-executives and they are all independent of the Investment Manager for the purposes of the Listing Rules.

Audit Committee

The Board has delegated certain responsibilities and functions to the Audit Committee, which consists of Shonaid Jemmett-Page, William Rickett and Kevin McCullough and has written terms of reference, which are summarised below.

The Audit Committee, chaired by Shonaid Jemmett-Page, meets at least three times a year. The members of the Audit Committee consider that they collectively have the requisite skills and experience to fulfil the responsibilities of the Audit Committee.

The Audit Committee reviews the terms of appointment of the external auditor, together with their remuneration and on an ongoing basis reviews the objectivity of the external auditor along with the effectiveness of the audit and the terms under which the external auditor is engaged to perform non audit services.

Other Committees

The Board fulfils the responsibilities typically undertaken by a nomination committee and a remuneration committee.

The Board as a whole also fulfils the functions of a management engagement committee. The Board reviews the actions and judgements of management in relation to the interim and annual financial statements and the Company's compliance with the UK Corporate Governance Code, the Listing Rules, the Disclosure and Transparency Rules and the AIC Code. It reviews the terms of

the Investment Management Agreement and examines the effectiveness of the Company's internal control systems.

Directors' share dealings

The Board has adopted and implemented the Model Code for directors' dealings contained in the Listing Rules (the Model Code). The Board is responsible for taking all proper and reasonable steps to ensure compliance with the Model Code by the Board.

Management of the Company

Responsibility for management

The Board is responsible for the determination of the Company's investment objective and policy and has overall responsibility for its activities. The Company has, however, entered into the Investment Management Agreement with the Investment Manager under which the Investment Manager is responsible for the day-to-day management of the Company's investment portfolio, in accordance with the Company's investment objective and policy, subject to the overall supervision of the Board.

The Investment Manager provides investment management services to the Company and acts within the strategic guidelines set out in the Company's investment policy. The Investment Manager reports to the Board.

The Investment Manager

Greencoat Capital LLP acts as the investment manager to the Company. Greencoat Capital LLP was incorporated in England and Wales on 2 June 2009 under the Limited Liability Partnerships Act 2000 (registered number OC346088). Its registered office is at Greencoat House, 15 Francis Street, Victoria, London SW1P 1DH and it is authorised and regulated in the UK by the FCA (FCA registration number 507962) as an alternative investment fund manager. Greencoat Capital LLP was previously known as Novusmodus LLP until 4 December 2012 and before that as Mirafe LLP until 23 March 2010.

The Investment Manager is an investment management and advisory firm, founded in 2009, specialising in the provision of investment services to investors seeking opportunities arising from the global transition to a low carbon economy.

The Investment Manager also advises ESB NM LP, a €200 million fund established by ESB, the leading Irish utility company to provide capital, support and knowledge to technology companies and project developers in the renewable and cleantech sectors. ESB NM LP has a European focus, albeit a global mandate. Investments are made in a variety of equity or equity-like instruments seeking long term capital gains in operating companies. Existing portfolio companies include Cylon Controls, Nualight, Airvolution Energy, Aveillant, Lumicity, Geothermal International, tenKsolar and Heliex Power. ESB NM LP is a limited partnership structure with just under two years to run in its investment period and then has five years to realise its investments.

The Investment Manager has an investment team consisting of ten investment professionals fulfilling the ESB NM LP mandate from offices in London and Dublin. This mandate is managed by a separate team to that managing the Company.

The Investment Manager may from time to time have other management, advisory or similar mandates.

Further details of the Investment Manager are set out in Part II of this Prospectus.

The Investment Manager's management team

The Investment Manager's management team consists of four individuals: Richard Nourse (Managing Partner); Bertrand Gautier; Stephen Lilley; and Laurence Fumagalli. Stephen and Laurence are the two individuals with responsibility for the Company. Richard Nourse also sits on the Investment Manager's Investment Committee in respect of the Company.

Investment management team in respect of the Company

The investment management team providing investment management services to the Company is experienced in infrastructure financing including investment in renewable energy infrastructure. The individuals in the team have, between them, invested or managed in excess of £2.0 billion of infrastructure assets across six funds. The team's experience covers the ownership, financing and management of wind farm projects both offshore and onshore.

Stephen Lilley and Laurence Fumagalli joined the Investment Manager in March 2012 to develop, launch and subsequently manage the Company and are in the process of becoming partners of the Investment Manager. They lead the team of ten professionals providing investment management services to the Company. Brief biographies of Stephen Lilley and Laurence Fumagalli are set out below. For the biographies of the other team members please visit the Investment Manager's website at http://www.greencoat-capital.com/team/uk-wind.aspx.

Stephen Lilley

Stephen has 17 years of investment management and financing experience in addition to six years in industry. Stephen has invested over £700 million on behalf of clients into the utilities and renewable sectors including stakes in UK onshore and offshore wind assets.

Prior to joining the Investment Manager, from May 2010 Stephen led the Renewable Energy Infrastructure Asset Management team at Climate Change Capital (CCC). Prior to that, he was with M&G Investment Management where he was a senior director of Infracapital Partners LP, the European Infrastructure fund of the Prudential Group. During this time, Stephen led over £400 million of investments, including the acquisition of stakes in Kelda Group (Yorkshire Water), Zephyr (wind farms investment) and Meter Fit (gas/electricity metering investment). He also sat on the boards of these companies after acquisition.

Prior to this he was a director at Financial Security Assurance where he led a number of underwritings in the infrastructure and utility finance sectors including: major transport and health PPPs; the securitisation of Kielder Water for Northumbrian Water; and the repackaging of National Grid, Northumbrian, Wessex Water and Seeboard bonds. He has also worked for the investment companies of the Serco and Kvaerner Groups.

Stephen has a BSc in Physics from Durham University, an MBA from Strathclyde Graduate Business School and holds an Investment Management Certificate.

Laurence Fumagalli

Laurence has seven years' investment management experience in addition to ten years' project finance experience in the European power sector, with a focus on UK wind.

Prior to joining the Investment Manager, Laurence held a number of senior roles within CCC from 2006 to 2011. Initially he co-headed CCC's Advisory team, a provider of project finance, M&A, strategic and policy advice in the European renewables and clean-tech sectors. In 2007, Laurence transferred to CCC's Carbon Finance team as Managing Director responsible for origination and execution for all regions outside of China. CCC was the investment adviser to CCC's €650 million Carbon Fund and to CCC's €100 million Carbon Managed Account. Laurence joined Stephen in the Renewable Energy Infrastructure Asset Management team in early 2011.

Prior to joining CCC, Laurence spent approximately ten years in the European power sector in project and structured finance. From 2003-2006, Laurence headed the Bank of Tokyo-Mitsubishi's London-based renewables team. Laurence has financed and advised on over 1GW of installed UK wind capacity, including the Zephyr portfolio, the RES Astraeus portfolio and the UK wind portfolios of Fred Olsen and Falck Renewables. Prior to the Bank of Tokyo-Mitsubishi, Laurence worked in the power project finance team at Greenwich NatWest (formerly NatWest Markets).

Laurence holds a MA in Mathematics and Philosophy from University College, Oxford and a MSc in Economics and Political Science from the California Institute of Technology (Caltech).

Partners of the Investment Manager

Richard Nourse

As Managing Partner of the Investment Manager, Richard is responsible for the overall conduct of its business through a high quality leadership team of investment managers and support staff. He is directly involved in the day to day advice to ESB NM LP and chairs the Investment Manager's Investment Review Committee considering investment opportunities for ESB NM LP. He is also a member of the ESB NM LP Investment Committee. He sits on the board of two of the ESB NM LP's investments: Airvolution Energy and Aveillant.

Prior to founding the Investment Manager, Richard enjoyed a long career in the City, first at Morgan Grenfell and then at Merrill Lynch where he led the EMEA Energy and Power Team, one of the leading renewable advisers in Europe.

On leaving Merrill Lynch in 2007, Richard joined the Shareholder Executive, part of the UK Government, with responsibility for British Energy, BNFL and Urenco. He remains a non-executive director of Urenco, a leading provider of uranium enrichment services, and BNFL.

Richard has a BA (Hons) in Geology from Oxford University.

Bertrand Gautier

Bertrand is a Partner. He is directly involved in the day to day advice provided to ESB NM LP and is a member of the ESB NM LP Investment Committee. He sits on the board of four of ESB NM LP's investments: Geothermal International, Nualight, Heliex Power and Cylon Controls.

He joined the Investment Manager from Terra Firma Capital Partners where he led a wide variety of LBO and re-financing transactions as well as being actively involved in several portfolio businesses.

Before joining Terra Firma in 2007, Bertrand spent over five years at the Merrill Lynch M&A Advisory Group as part of the Industrials and Infrastructure teams. Prior to that, Bertrand developed extensive operational experience after eight years at Procter & Gamble in supply chain and purchasing management as well as in French engineering SMEs.

Bertrand holds an MSc in General Engineering from ICAM (France) and an MBA from Harvard Business School (USA).

Investment Process

Deal sourcing for Further Investments will primarily be through the Investment Manager's contacts and relationships with likely vendors of investment stakes within utility owners and developers who wish to sell or reduce their holdings, possibly to enable them to recycle capital into new development and construction activities. Assets are also put out to tender from time to time by such parties and the Investment Manager will consider whether the Group should bid for these. In general, in acquiring additional investments, the emphasis will be on how those investments would enhance the creation of distributable cash flow within the Group's portfolio.

Members of the Investment Management team, led by Stephen Lilley and Laurence Fumagalli, will evaluate all risks which they believe are material to making an investment decision in relation to additional investments. Where appropriate, they will complement their analysis through the use of professional expertise including technical consultants, accountants, taxation and legal advisers and insurance experts. These advisers may carry out due diligence which is intended to provide a second and independent review of key aspects of a project providing confidence as to the project's deliverability and likely revenue production.

Investment Approval

The Investment Manager's Investment Committee in respect of the Company, including Stephen Lilley, Laurence Fumagalli and Richard Nourse, will review prospective Further Investments at various stages and ultimately recommend, where appropriate, any acquisition to the Board for approval. They will consider, inter alia, the suitability of any prospective acquisition in relation to the existing portfolio and its match with the Group's investment policy.

Asset management and ongoing monitoring

The day-to-day operations of the Wind Farm assets in the Group's portfolio are managed, under service contracts, by utilities and other experienced operators. Under those contracts, the SPVs that own the Wind Farm assets normally receive monthly or quarterly management and annual audited accounts relating to the relevant asset as well as management progress reports addressing critical factors such as actual performance against service requirements, which are passed on to the Investment Manager.

In conjunction with the service providers, or any co-investment partner, the Investment Manager develops management plans for each asset and is responsible for monitoring and reporting upon the implementation of the plans to the Board.

The Investment Manager seeks to manage the assets in the following ways:

development of operational and financial business plans;
regular performance reviews;
identification of opportunities for enhancing asset utilisation and efficiency;
management of exposure to un-hedged power prices;

improvements to operations e.g. cost saving measures through negotiation of operation and maintenance contracts;
management of risks identified during the due diligence process carried out as part of the asset acquisition process;
portfolio improvements, e.g. taking advantage of economies of scale; and
portfolio tax optimisation.

The Investment Manager has appointed a senior operations team to liaise on a day-to-day basis with the service providers and any co-investment partners, providing input into the Investment Manager's operational duties described above and also, inter alia, to advise on contracting strategy and placement, availability, spares planning, procurement and business planning and budget provision and analysis. A member of the senior operations team also acts as an operating committee representative.

The Investment Management team ensures that the Group is represented on the boards of the SPVs holding interests in the wind farms in order to maintain influence and control over the management of the assets.

Stephen Lilley and Laurence Fumagalli are also directors of Holdco.

Any key issues arising out of any of the asset management processes are communicated to the Board.

Conflicts of interest

Asset allocation

The Investment Manager currently serves ESB NM and in future is expected to serve as investment manager or adviser to other investment clients as well as to the Company, and the Investment Manager and its associates may be involved in other financial, investment or professional activities in the future, including managing assets for or advising other investment clients. In particular, it may provide investment management, investment advice or other services to investment companies which may have substantially similar investment policies to that of the Company. In particular, as at the date hereof, both the Company and ESB NM LP invest in wind farm related assets. As a result, the Investment Manager may have conflicts of interest in allocating investments among the Company and other investment clients, including ones in which it or its affiliates may have a greater financial interest.

Under the Investment Management Agreement, the Investment Manager must follow the investment allocation policy that it has adopted.

Under its allocations policy, the Investment Manager has established an allocations committee. This committee is chaired by Richard Nourse and additional members comprise the General Counsel (Kathrin Kribben) and the Compliance Officer (Peter McHale) of the Investment Manager and one person from each of the teams advising on or managing the client mandates involved.

If an investment opportunity is identified that could fit within the investment policies of both the Company and ESB NM LP or, in due course, other client(s) of the Investment Manager, the allocations committee will typically allocate the investment opportunity wholly to a single client having regard to the specified criteria, including:

each client's investment strategy, operating guidelines, available capital, diversification limitations, portfolio concentration and investment time horizon and stage;
the type, size and geographic location of the generation technology/assets the subject of the opportunity and whether the assets are operating or in construction;
tax and regulatory considerations;
the nature of the introduction of the particular opportunity;
whether the particular opportunity is part of (or connected to) one or more other deals already undertaken or substantially in contemplation by the relevant client; and
other relevant factors, including, but not limited to, risk and anticipated returns.

Any operating wind farm investment opportunity with a generation capacity of 10MW or above will be allocated to the Group, together with, subject to certain exceptions described below, any UK

operating wind farm investment opportunity generating between 5MW and 10MW. The exceptions permit the Investment Manager to allocate the opportunity to another client if:

the wind farm is part of a portfolio of smaller wind farms or is part of a series under an agreement in place or in contemplation with another client; or
the Group is not able to finance the acquisition; or
there are particular reasons why, in the reasonably held opinion of the allocation committee, the investment should be allocated to another client; or
the wind farm, in the reasonable opinion of the team responsible for ESB NM LP, constitutes an investment which that team would have presented to that fund's investment committee had that fund been the Investment Manager's only client.

If the Investment Manager believes that it is in the interest of its clients to bid together on particular opportunities, it will, wherever reasonably possible, seek to discuss the opportunity with both clients in order to agree the investment allocation. Where it is not possible to reach such agreement or where it is not possible to discuss the potential allocation conflict with both parties, the Investment Manager will apply its allocation policy having regard to the interests of both clients and being mindful of not threatening a sale to any one of the clients of any part or all of the assets by trying to force a joint allocation. Joint allocations are expected to be rare.

The Investment Manager maintains a record of all determinations made with respect to allocations under its allocation policy and, where reasonably possible, provides details of decisions relating to the Group to the Board, subject to any specific confidentiality agreement entered into.

The allocations policy may be amended from time to time, but any changes that significantly adversely affect the Group will be subject to the prior approval of the Board.

Other conflicts of interest

Where another of the Investment Manager's clients invests in companies or developers that develop assets in which the Company may be interested in investing, the Investment Manager will at the time put in place appropriate provisions to ensure that the interests of clients are protected to the maximum extent reasonably possible. Where a company in another client's portfolio provides or seeks to provide services to assets in the Company's portfolio, the Investment Manager will put in place procedures to ensure that decisions are only made on an arms' length basis and, if appropriate, after consultation with the Board.

The Investment Manager has in place a policy designed to address other conflicts that may arise between it or its members or employees on the one hand and the Company on the other hand. Relevant conflicts of interest will be disclosed in reports to the Board recommending any investment decision and reports of any decision of the allocations committee to allocate an opportunity to another client.

ESB NM LP has an investment in Airvolution, a developer of wind farm projects. Given the need for construction capital, it is not expected that any projects developed by Airvolution would be bought by the Company directly from Airvolution. In addition, the Airvolution business is located separately and managed independently. All employees or partners of the Investment Manager, other than Richard Nourse, advising ESB NM LP on its investment in Airvolution are independent of the team managing the Company.

The Investment Manager holds professional indemnity insurance against liability arising from any professional negligence which it considers is appropriate to the risks covered.

The Investment Management Agreement is further described in paragraphs 12.16 to 12.24 of Part IX of this Prospectus.

Other arrangements

Depositary

Heritage Depositary Company (UK) Limited has been appointed as Depositary to provide cash monitoring, safekeeping and asset verification and oversight functions as prescribed by the AIFMD.

Registrar

The Company utilises the services of Capita Asset Services as registrar in relation to the transfer and settlement of Ordinary Shares held in certificated and uncertificated form.

Administration Services

Heritage Administration Services Limited has been appointed as Administrator to the Company and also provides accountancy and company secretarial services and a registered office to the Company, the LLP and Holdco. The Administrator has responsibility for the safekeeping of any cash and share and loan certificates of the Portfolio and any Further Investments and for the implementation of the Group's cash management policy. Furthermore, the Administrator is responsible for calculating the Net Asset Value of the Ordinary Shares in conjunction with the Investment Manager and reporting this to the Board.

Auditor

BDO LLP provides audit services to the Group. The annual report and accounts have been prepared in accordance with IFRS.

PART VI: FINANCIAL INFORMATION

SECTION A: FEES AND EXPENSES, REPORTING AND VALUATION

Fees and Expenses of the Company

Initial costs

Issue Costs

The Issue Costs are those costs necessary for the Issue, and include the fees payable in relation to Admission including listing fees, as well as the fees due under the Placing Agreement, legal and other advisory fees, registration, printing, advertising and distribution costs and any other applicable expenses.

The Issue Costs will be met by the Company from the proceeds of the Issue. The Issue Costs (excluding VAT) are estimated to be approximately £1.84 million on the basis of Gross Issue Proceeds of £100 million.

Ongoing fees and expenses

Management Fee

The Investment Manager is entitled to a combination of a cash fee and Ordinary Shares from the Company and a priority profit share from the LLP as set out below.

The cash fee is exclusive of any applicable VAT which, where relevant, is payable in addition.

In addition to the Base Fee and the priority profit share described below, the Company shall deliver to the Investment Manager, quarterly¹⁷ in advance, Ordinary Shares having a value calculated as set out below (the Equity Element):

on that part of the then most recently announced Net Asset Value up to and including £500 million, 0.25 x 0.2 per cent.; plus
on that part of the then most recently announced Net Asset Value over £500 million up to and including £1,000 million, 0.25 x 0.1 per cent.,

provided that the Equity Element for the quarter during which the Investment Management Agreement terminates shall be the appropriate pro-rated amount.

Subject to certain exceptions (including any disposal pursuant to a takeover offer, court order or in order for any members of the Investment Manager to meet any tax liabilities referable to receipt of the Equity Element), the Ordinary Shares issued to the Investment Manager under the Equity Element are subject to a three year lock up.

on that part of the then most recently announced Net Asset Value up to and including £500 million, an amount equal to 0.25 per cent. of such part of the Net Asset Value;
on that part of the then most recently announced Net Asset Value over £500 million and up to and including £1,000 million, an amount equal to 0.225 per cent. of such part of the Net Asset Value; and

¹⁷ In order to save the Company recurring FCA listing fees, the Company and the Investment Manager have agreed that the Equity Element shall continue to accrue quarterly in advance but shall be delivered half-yearly (in arrears in respect of the second and fourth quarters and in advance in respect of the first and third quarters).

on that part of the then most recently announced Net Asset Value over £1,000 million, an amount equal to 0.2 per cent. of such part of the Net Asset Value,

in each case less an amount equivalent to the quarterly Base Fee.

Other than as expressly set out in the Investment Management Agreement or any other written agreement entered into with the consent of the Board, the Investment Manager may not charge any fees, costs or expenses to any portfolio company and must pay such amounts in full promptly to the Group (unless retention is also permitted under the agreement consented to by the Board).

The Investment Manager may appoint a third party independent of the Investment Manager as a director of any portfolio company. Any such external director may retain any directors' fees earned by him from such portfolio company. The Investment Manager may retain for its own use and benefit fees payable to it in respect of services provided to clients other than the Group and to parties who co-invest alongside the Group.

The Investment Manager will not effect any disposal of the Ordinary Shares that are delivered to it in respect of the Equity Element for three calendar years after the date on which the relevant Ordinary Shares were acquired, except (i) in order to settle individual tax liabilities, (ii) in the event of a takeover offer for all of the Ordinary Shares becoming unconditional or (iii) to a member of the Investment Manager provided such member agrees to be locked-in on similar terms.

The Base Fee amounts payable to the Investment Manager may be reduced if either or both of the two key individuals identified at First Admission (Laurence Fumagalli and Stephen Lilley (each a Key Man)) are not available to dedicate sufficient (in the reasonable opinion of the Board) time to the management of the Company's portfolio. The reduction shall be equal to 0.15 per cent. of Net Asset Value in respect of each Key Man who is not available, up to an amount equal to the quarterly Base Fee.

Given that the Equity Element and the priority profit share are calculated as a percentage of Net Asset Value, there is no maximum amount payable on these amounts under the Investment Management Agreement and the Limited Liability Partnership Agreement.

Termination payment on a change of control

If the Company is taken over (by means of an offer for the Ordinary Shares becoming unconditional, a scheme of arrangement or a sale of all or substantially all of the Group's assets), the Investment Manager will receive:

on that part of the Net Asset Value up to and including £500 million, an amount equal to 1.2 per cent. of such part of the Net Asset Value;
on that part of the Net Asset Value over £500 million and up to and including £1,000 million, an amount equal to 1.1 per cent. of such part of the Net Asset Value; and
on that part of the Net Asset Value over £1,000 million, an amount equal to one per cent. of such part of the Net Asset Value,

plus, in circumstances where the offer price per share is in excess of the floor price per share (the floor price per share being, depending on the timing of the takeover offer, the current Net Asset Value per share or the higher of the current Net Asset Value per share and the price per share on First Admission (adjusted, as appropriate, for any changes in capital)), an amount equal to one per cent. of the offer value.

In such circumstances, the relevant notice period under the Investment Management Agreement shall be reduced by 12 months plus (where a longer notice period would still be required) an additional ten months if the additional payment is also made to the Investment Manager.

If Shareholders vote to wind up the Company (other than with the agreement of the Investment Manager) or where the Investment Manager terminates the Investment Management Agreement

following a material breach by the Company, the Investment Manager may be entitled to a payment equal to 1.1 per cent. per annum on the Net Asset Value most recently announced to the market for the period commencing on the date of termination of the Investment Management Agreement up to and including the earliest date on which the notice period would have expired had the Company given the fullest period of notice to terminate the Investment Management Agreement.

The Company will be liable to UK corporation tax on its income. Income arising from overseas investments may be subject to foreign withholding taxes at varying rates, but double taxation relief may be available. To the extent that the Company has a surplus of deductible expenses over its taxable income, it will be able to surrender each surplus, to UK resident companies in which it or Holdco invests, by way of group relief or consortium relief. Deductible expenses will include any cash fees payable by the Company to the Investment Manager under the Investment Management Agreement but would not include amounts of priority profit share payable by the LLP under the LLP Agreement. A significant proportion of Holdco's expenses each period are expected to be financing costs associated with debt funding. Tax relief for these express expenses is expected to be significantly restricted as a consequence of the Transfer Pricing of Debt (Thin Capitalisation) or Worldwide Debt Cap (WWDC) provisions.

The Investment Manager is entitled to be reimbursed for certain expenses under the Investment Management Agreement, including travel expenses and attendance at Board meetings.

Other fees and expenses

The Company bears all fees, costs and expenses in relation to the ongoing operation of the Company, the LLP and Holdco (including banking and financing fees) and all professional fees and costs relating to the acquisition (including stamp duty, documentation and due diligence costs (including legal, technical and accounting)), holding or disposal of investments and any proposed investments that are reviewed or contemplated but which do not proceed to completion. Any break fee or similar arrangements in relation to proposed investments negotiated by the Company (or by the Investment Manager on the Company's behalf) will be for the benefit of the Company. Any fees earned by the Investment Manager in relation to its services to the Group, other than as set out above, will be paid over to the Group.

The fees and expenses payable to the Administrator and the Registrar pursuant to the Administration Agreement, the LLP Administration Agreement, the Holdco Administration Agreement and the Registrar Agreement respectively are set out in paragraphs 12.29 to 12.55 of Part IX of this Prospectus.

The fees and expenses payable to the Directors pursuant to their Letters of Appointment are set out in Part IX of this Prospectus.

Shareholder Information

The audited accounts of the Company are drawn up in Sterling and prepared in accordance with IFRS.

The Company's annual report and accounts are prepared up to 31 December each year. It is expected that the report and accounts will be made available to Shareholders by the end of March each year. An unaudited half-yearly report covering the six months to 30 June each year will be made available to Shareholders within the following two months. The Company's annual report and accounts and the Company's unaudited half-yearly report covering the six months to 30 June each year will be available on the Company's website, www.greencoat-ukwind.com, on or around the date that hard copies are dispatched to Shareholders who have elected to receive them and publication of such documents will be notified to Shareholders by means of an announcement on a Regulatory Information Service.

Valuations

The Investment Manager produces fair market valuations of the Company's investments on a quarterly basis as at each calendar quarter, which forms the basis of the Net Asset Value calculation prepared by the Administrator.

The Board approves each quarterly Net Asset Value calculation. The Net Asset Value is published through a Regulatory Information Service.

These calculations are reconciled in the Company's annual report. All calculations made by the Administrator and the Investment Manager are made, in part, on valuation information provided by the companies in which the Company has invested and, in part, on financial reports provided by the Investment Manager. Although the Administrator and the Investment Manager evaluate all information and data provided by the companies in which the Company has invested, they may not be in a position to confirm the completeness, genuineness or accuracy of such information or data.

In addition the financial reports, where not provided by the Investment Manager, are typically provided on a quarterly or half yearly basis only and generally are issued one to four months after the end of the relevant quarter. Consequently, each quarterly Net Asset Value will contain information that may be out of date and require updating and be incomplete. Shareholders should bear in mind that the actual net asset values may be materially different from these quarterly estimates.

The Board does not currently envisage any circumstances in which valuations will be suspended.

SECTION B: FINANCIAL INFORMATION

Documents incorporated by reference

The following documents are incorporated into this Prospectus by reference:

(a) the annual report and financial statements of the Company for the period from 4 December 2012 to 31 December 2013, containing the audited consolidated financial statements of the Company for that period together with the audit report by the Auditors thereon;

(b) the half-yearly report and financial statements of the Company for the period from 4 December to 30 June 2013; and

Copies of those documents are available as provided for in paragraph 17 of Part IX of this Prospectus. Where this document makes reference to other documents, such other documents are not incorporated into and do not form part of this document. Any information contained in any of the documents incorporated by reference which is not incorporated in and does not form part of this document is either not relevant for investors or is covered elsewhere in the document.

The discussion includes forward-looking statements that reflect the current views of the Directors and the Investment Manager and involves risks and uncertainties. The actual results of the Group could differ materially from those contained in any forward-looking statements as a result of factors discussed below and elsewhere in this document, particularly in "Risk Factors". Prospective investors should read the whole of this document and not rely just on summarised information.

The financial information contained in paragraphs 2, 3 and 4 of this Part VI Section B: Financial Information has been extracted without material adjustment from the audited report and accounts of the Company for the period from 4 December 2012 to 31 December 2013 and the unaudited half-yearly reports and financial statements of the Company for the period from 4 December 2012 to 30 June 2013 and 1 January 2014 to 30 June 2014.

1 Introduction

PKF (UK) LLP was appointed as auditor of the Group pursuant to an engagement letter dated 20 December 2012. Following the merger of PKF (UK) LLP with BDO LLP. BDO LLP was appointed as auditor of the Group pursuant to an engagement letter dated 4 June 2013. The audit opinions provided by BDO LLP in respect of the financial information for the period from 4 December 2012 to 31 December 2013 incorporated by reference in this document have not been qualified.

2 Historical Financial Information

The annual report and financial statements of the Company for the period from 4 December 2012 to 31 December 2013 contain the audited consolidated financial statements of the Company for that period together with the audit report by the Company's auditors thereon including, on the pages specified in the cross reference table below, the following information, which is incorporated by reference into this document.

The half-yearly reports and financial statements of the Company for the period from 4 December 2012 to 30 June 2013 and the period from 1 January 2014 to 30 June 2014 contain the unaudited consolidated financial statements of the Company for those periods including, on the pages specified in the cross reference table below, the following information, which is incorporated by reference into this document.

These annual and half-yearly reports and financial statements of the Company are incorporated by reference into this document and should be read and construed in conjunction with such documents, except for documents incorporated by reference therein.

Annual and half-yearly reports and accounts for the period

Section	from 4 December 2012 to 30 June 2013	from 4 December 2012 to 31 December 2013	from 1 January 2014 to 30 June 2014
Consolidated statement of comprehensive income	12	39	11
Consolidated statement of changes in equity	14	42	13
Consolidated statement of financial position	13	40	12
Consolidated statement of cash flows	15	43	14
Accounting policies	16-21	45-50	15
Notes to the financial statements	16-27	45-63	15-23
Audit report/ independent review report^{1}	11	36	N/A

1 in respect of half-yearly reports

3 Selected Financial Information

The key figures that summarise the financial condition of the Group in respect of that financial period from 4 December 2012 to 31 December 2013 and for the periods from 4 December 2012 to 30 June 2013 and from 1 January 2014 to 30 June 2014 which have been extracted directly from the historical financial information referred to above, are set out in the following table.

	As at 30 June 2013	As at 31 December 2013	As at 30 June 2014
Total assets (£m)	263.2	402.3	498.0
Total liabilities (£m)	0.2	51.2	136.1
Net assets (£m)	263.0	351.1	361.9
Net assets per Ordinary Share (p)	101.1	102.9	105.4
	From 4 December 2012 to 30 June 2013	From 4 December 2012 to 31 December 2013	From 1 January 2014 30 June 2014
---	---	---	---
Earnings per Ordinary Share (p)	2.94	6.89	5.47
Dividend per Ordinary Share (p)	1.50	4.50	3.08

4 No significant change in financial position

There has been no significant change in the financial or trading position of the Group since 30 June 2014, being the end of the last financial period for which unaudited interim financial information has been published, other than acquisition of an indirect 51.6 per cent. interest in each of Drone Hill SPV, North Rhins SPV, Sixpenny Wood SPV and Yelvertoft SPV and associated draw down of £90 million under the Acquisition Facility Agreement.

5 Net Asset Value

The unaudited Net Asset Value as at 30 June 2014 was approximately £363.4 million.

PART VII: THE ISSUE

The Issue

The target size of the Issue is 93,457,944 New Shares although a maximum of 210,280,374 New Shares are available under the Issue. Each of the New Shares will be issued at the Issue Price of 107 pence.

Allocations of New Shares pursuant to the Placing and the Offer for Subscription will be determined jointly by the Managers and the Company.

On the basis that the target of 93,457,944 New Shares is issued, it is expected that the Company will receive approximately £98.16 million from the Issue, net of Issue Costs of approximately £1.84 million.

The Board intends that substantially all of the Net Issue Proceeds will be used by the Company to prepay amounts outstanding under the Acquisition Facility Agreement with any amounts not used for this purpose to be applied for general corporate purposes.

The Issue is conditional on:

If any of these conditions is not met, the Issue will not proceed.

There is no minimum amount required to be raised under the Issue in order for the Issue to proceed.

The Issue is not underwritten.

The Placing

The Company, the Investment Manager and the Managers have entered into the Placing Agreement, pursuant to which the Managers have agreed, subject to certain conditions, to use their respective reasonable endeavours to procure places for the New Shares made available in the Placing. New Shares made available in the Placing may only be acquired by places in "offshore transactions" as defined in and pursuant to Regulation S. New Shares may not be offered or sold to investors in the United States or to, or for the benefit of, U.S. Persons.

The terms and conditions of the Placing are set out in Part X of this Prospectus. These terms and conditions should be read carefully before a commitment is made.

Further details of the terms of the Placing Agreement, including the fees payable to the Managers, are detailed in paragraphs 12.7 to 12.11 of Part IX of this Prospectus.

The Offer for Subscription

New Shares to be issued at the Issue Price of 107 pence each are available to the public under the Offer for Subscription. The Offer for Subscription is only being made in the UK but, subject to applicable law, the Company may allot New Shares on a private placement basis to applicants in other jurisdictions. However, New Shares to be offered under the Offer for Subscription may be acquired by applicants in "offshore transactions" as defined in and pursuant to Regulation S. The terms and conditions of application under the Offer for Subscription are set out in Part XI of this Prospectus. An Application Form to apply for Ordinary Shares under the Offer for Subscription is set out at the end of this Prospectus. The terms and conditions should be read carefully before an application is made. Investors should consult their respective stockbroker, bank manager, solicitor, accountant or other financial adviser if they are in doubt about the contents of this Prospectus.

Applications under the Offer for Subscription must be for a minimum subscription amount of £1,000 and thereafter in multiples of £100.

All applications for New Shares under the Offer for Subscription will be payable in full, in sterling, by a cheque or banker's draft drawn on a UK clearing bank.

General

Subject to those matters on which the Issue is conditional, the Board, with the consent of the Managers, may bring forward or postpone the closing date for the Issue.

The results of the Issue are expected to be announced on 24 October 2014 via a Regulatory Information Service.

CREST accounts will be credited on the date of Admission and it is expected that, where Shareholders have requested them, certificates in respect of the New Shares to be held in certificated form will be dispatched by 7 November 2014. Pending receipt by Shareholders of definitive share certificates, if issued, the Registrar will certify any instruments of transfer against the register of members.

To the extent that any application for subscription under the Issue is rejected in whole or in part, or the Board determines in its absolute discretion that the Issue should not proceed, monies received will be returned to each relevant applicant at its risk and without interest.

Substantially all of the Net Issue Proceeds will be used by the Company to prepay amounts outstanding under the Acquisition Facility Agreement with any amounts not used for this purpose to be applied for general corporate purposes.

Multiple applications or suspected multiple applications on behalf of a single client are liable to be rejected.

The International Security Identification Number for the New Shares is GB00B8SC6K54 and the SEDOL is B8SC6K5.

Subject to their statutory right of withdrawal pursuant to section 87(Q)(4) of FSMA in the event of the publication of a supplementary prospectus, applicants may not withdraw their applications for New Shares.

Applicants wishing to exercise their statutory right of withdrawal pursuant to section 87(Q)(4) of FSMA after the publication by the Company of a prospectus supplementing this document must do so by lodging a written notice of withdrawal (which shall include a notice sent by any form of electronic communication) which must include the full name and address of the person wishing to exercise statutory withdrawal rights and, if such person is a CREST member, the Participant ID and the Member Account ID of such CREST Member with Capita Asset Services, by post or by hand (during normal business hours only) to Capita Asset Services, Corporate Actions, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU or by email to [email protected] so as to be received not later than two Business Days after the date on which the supplementary prospectus is published. Notice of withdrawal given by any other means or which is deposited with or received by Capita Asset Services after expiry of such period will not constitute a valid withdrawal, provided that the Company will not permit the exercise of withdrawal rights after payment by the relevant applicant of his subscription in full and the allotment of Ordinary Shares to such applicant becoming unconditional. In such event Shareholders are recommended to seek independent legal advice.

Basis of allocation

The basis of allocation of New Shares between the Placing and the Offer for Subscription shall be determined jointly by the Managers and the Company.

If subscriptions under the Placing and the Offer for Subscription exceed the maximum number of New Shares available, the Managers and the Company jointly will scale back subscriptions at their discretion.

Overseas investors

The attention of persons resident outside the UK is drawn to the notices to investors set out on pages 156-157 of this Prospectus which set out restrictions on the holding of New Shares by such persons in certain jurisdictions.

In particular investors should note that the New Shares have not been and will not be registered under the U.S. Securities Act or with any securities regulatory authority of any state or other jurisdiction of the United States and the Company has not registered, and does not intend to register, as an investment company under the U.S. Investment Company Act. Accordingly, the New Shares may not be offered, sold, pledged or otherwise transferred or delivered within the United States or to, or for the account or benefit of, any U.S. Persons.

CREST

CREST is a paperless settlement procedure enabling securities to be transferred from one person's CREST account to another without the need to use share certificates or written instruments of transfer. The Articles permit the holding of Ordinary Shares under the CREST system and the Company has applied for the New Shares to be admitted to CREST with effect from Admission. Accordingly, settlement of transactions in the New Shares following Admission may take place within the CREST system if any Shareholder so wishes (provided that the New Shares are not in certificated form).

CREST is a voluntary system and, upon the specific request of a Shareholder, the Ordinary Shares of that Shareholder which are being held under the CREST system may be exchanged, in whole or in part, for share certificates.

If a Shareholder or transferee requests New Shares to be issued in certificated form, a share certificate will be despatched either to them or their nominated agent (at their own risk) within 21 days of completion of the registration process or transfer, as the case may be, of the New Shares.

Shareholders who are non-U.S. Persons holding definitive certificates may elect at a later date to hold their New Shares through CREST in uncertificated form provided that they surrender their definitive certificates.

Dealing arrangements

Application will be made for the New Shares to be admitted to trading on the London Stock Exchange's main market for listed securities. It is expected that Admission will become effective, and that dealings in the New Shares will commence, at 8.00 a.m. on 30 October 2014.

Settlement

Payment for the New Shares to be acquired under the Placing should be made in accordance with settlement instructions provided to investors by the Managers. Payment for the New Shares applied for under the Offer for Subscription should be made in accordance with the instructions contained in the Application Form set out at the end of this Prospectus. To the extent that any subscription or application for New Shares is rejected in whole or part, monies will be returned to the applicant without interest.

Money laundering

Pursuant to anti-money laundering laws and regulations with which the Company must comply in the UK, any of the Company and its agents, including the Administrator, the Registrar, the Receiving Agent, the Investment Manager and the Managers may require evidence in connection with any subscription or application for New Shares, including further identification of the applicant(s), before any New Shares are issued.

Each of the Company and its agents, including the Administrator, the Registrar, the Receiving Agent, the Investment Manager and the Managers reserves the right to request such information as is necessary to verify the identity of a Shareholder or prospective Shareholder and (if any) the underlying beneficial owner or prospective beneficial owner of a Shareholder's New Shares. In the event of delay or failure by the Shareholder or prospective Shareholder to produce any information required for verification purposes, the Board, in consultation with any of the Company's agents, including the Administrator, the Registrar, the Receiving Agent, the Investment Manager and the Managers, may refuse to accept a subscription or application for New Shares, or may refuse the transfer of Ordinary Shares held by any such Shareholder.

ISA, SSAS and SIPP

General

The New Shares will be "qualifying investments" for the stocks and shares component of an ISA and the Board will use its reasonable endeavours to manage the affairs of the Company so as to enable this status to be maintained. Save where an account manager is acquiring New Shares using available funds in an existing ISA, an investment in New Shares by means of an ISA is subject to the usual annual subscription limits applicable to new investments into an ISA (for the tax year 2014/15 an individual may invest £15,000 worth of stocks and shares in a stocks and shares ISA).

Sums received by a Shareholder on a disposal of Ordinary Shares will not count towards the Shareholder's annual limit but a disposal of Ordinary Shares held in an ISA will not serve to make available again any part of the annual subscription limit that has already been used by the Shareholder in that tax year. Individuals wishing to invest in New Shares through an ISA should contact their professional advisers regarding their eligibility.

Placing

New Shares allotted under the Placing are not eligible for inclusion in an ISA.

Offer for Subscription

New Shares allotted under the Offer for Subscription will be eligible for inclusion in an ISA, subject to the applicable subscription limits to new investments into an ISA, as set out above, being complied with.

Secondary market purchases

Ordinary Shares acquired by an account manager by purchase in the secondary market, subject to applicable subscription limits, as set out above, will be eligible for inclusion in an ISA.

UK small self administered schemes and self invested personal pensions

Ordinary Shares will be eligible for inclusion in a UK SSAS or a UK SIPP.

Subscriber warranties

Each subscriber of New Shares in the Issue and each subsequent investor in the Ordinary Shares will be deemed to have represented, warranted, acknowledged and agreed as follows:

it is not a U.S. Person, is not located within the United States and is not acquiring the Ordinary Shares for the account or benefit of a U.S. Person;
it is acquiring the Ordinary Shares in an offshore transaction meeting the requirements of Regulation S;
it acknowledges that the Ordinary Shares have not been and will not be registered under the U.S. Securities Act or with any securities regulatory authority of any state or other jurisdiction of the United States and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. Persons absent registration or an exemption from registration under the U.S. Securities Act;
it acknowledges that the Company has not been registered under the U.S. Investment Company Act and that the Company has put in place restrictions for transactions not involving any public offering in the United States, and to ensure that the Company is not and will not be required to register under the U.S. Investment Company Act;
no portion of the assets used to purchase, and no portion of the assets used to hold, the Ordinary Shares or any beneficial interest therein constitutes or will constitute the assets of (i) an "employee benefit plan" as defined in Section 3(3) of ERISA that is subject to Title I of ERISA; (ii) a "plan" as defined in Section 4975 of the Code, including an individual retirement account or other arrangement that is subject to Section 4975 of the Code; or (iii) an entity which is deemed to hold the assets of any of the foregoing types of plans, accounts or arrangements that is subject to Title I of ERISA or Section 4975 of the Code. In addition, if an investor is a governmental, church, non-U.S. or other employee benefit plan that is subject to any federal, state, local or non-U.S. law that is substantially similar to the provisions of Title I of ERISA or Section 4975 of the Code, its purchase, holding, and disposition of the Ordinary Shares must not constitute or result in a non-exempt violation of any such substantially similar law;
that if any Ordinary Shares offered and sold pursuant to Regulation S are issued in certificated form, then such certificates evidencing ownership will contain a legend substantially to the following effect unless otherwise determined by the Company in accordance with applicable law:

GREENCOAT UK WIND PLC (THE “COMPANY”) HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. INVESTMENT COMPANY ACT OF 1940, AS AMENDED (THE “U.S. INVESTMENT COMPANY ACT”). IN ADDITION, THE SECURITIES OF THE COMPANY REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “U.S.

SECURITIES ACT"), OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES. ACCORDINGLY, THIS SECURITY MAY NOT BE OFFERED, SOLD, PLEDGED, EXERCISED OR OTHERWISE TRANSFERRED WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS EXCEPT IN ACCORDANCE WITH THE U.S. SECURITIES ACT OR AN EXEMPTION THEREFROM AND UNDER CIRCUMSTANCES WHICH WILL NOT REQUIRE THE COMPANY TO REGISTER UNDER THE U.S. INVESTMENT COMPANY ACT, IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS.

7 if in the future the investor decides to offer, sell, transfer, assign or otherwise dispose of the Ordinary Shares, it will do so only in compliance with an exemption from the registration requirements of the U.S. Securities Act and under circumstances which will not require the Company to register under the U.S. Investment Company Act. It acknowledges that any sale, transfer, assignment, pledge or other disposal made other than in compliance with such laws and the above stated restrictions will be subject to the compulsory transfer provisions as provided in the Articles;

8 it is purchasing the Ordinary Shares for its own account or for one or more investment accounts for which it is acting as a fiduciary or agent, in each case for investment only, and not with a view to or for sale or other transfer in connection with any distribution of the Ordinary Shares in any manner that would violate the U.S. Securities Act, the U.S. Investment Company Act or any other applicable securities laws;

9 it acknowledges that the Company reserves the right to make inquiries of any holder of the Ordinary Shares or interests therein at any time as to such person's status under the U.S. federal securities laws and to require any such person that has not satisfied the Company that holding by such person will not violate or require registration under the U.S. securities laws to transfer such Ordinary Shares or interests in accordance with the Articles;

10 it is entitled to acquire the Ordinary Shares under the laws of all relevant jurisdictions which apply to it, it has fully observed all such laws and obtained all governmental and other consents which may be required thereunder and complied with all necessary formalities and it has paid all issue, transfer or other taxes due in connection with its acceptance in any jurisdiction of the Ordinary Shares and that it has not taken any action, or omitted to take any action, which may result in the Company, the Investment Manager or the Managers, or their respective directors, officers, agents, employees and advisers being in breach of the laws of any jurisdiction in connection with the Issue or its acceptance of participation in the Issue;

11 it has received, carefully read and understands this prospectus, and has not, directly or indirectly, distributed, forwarded, transferred or otherwise transmitted this prospectus or any other presentation or offering materials concerning the Ordinary Shares to within the United States or to any U.S. Persons, nor will it do any of the foregoing;

12 if it is acquiring any Ordinary Shares as a fiduciary or agent for one or more accounts, the investor has sole investment discretion with respect to each such account and full power and authority to make such foregoing representations, warranties, acknowledgements and agreements on behalf of each such account; and

13 the Company, the Investment Manager, the Managers and their respective directors, officers, agents, employees, advisers and others will rely upon the truth and accuracy of the foregoing representations, warranties, acknowledgments and agreements.

If any of the representations, warranties, acknowledgments or agreements made by the investor are no longer accurate or have not been complied with, the investor will immediately notify the Company.

PART VIII: TAXATION

General

The following paragraphs are intended as a general guide only and are based on current legislation and HMRC practice, which is in principle subject to change at any time. They summarise advice received by the Board as to the position of Shareholders who (unless the position of non-resident Shareholders is expressly referred to) are resident or ordinarily resident in the United Kingdom for tax purposes, who are the absolute beneficial owners of their Shares and who hold their Shares as an investment. Certain Shareholders, such as dealers in securities, insurance companies and collective investment vehicles, may be taxed differently and are not considered below.

If you are in any doubt as to your tax position or you are subject to tax in a jurisdiction outside the UK, you should consult an appropriate professional adviser without delay.

The Company

It is the intention of the Board to continue to conduct the affairs of the Company so as to satisfy the conditions to qualify as an investment trust under Chapter 4 of Part 24 CTA 2010. In respect of each accounting period in which the Company is a part of the investment trust regime, the Company will be exempt from UK taxation on its capital gains. The principal requirements to qualify as an investment trust under Chapter 4 of Part 24 CTA 2010 are that: (1) the Company is approved for the period by the Commissioners for HMRC; (2) the Company's business must consist of investing its funds in shares, land or other assets with the aim of spreading investment risk and giving members of the Company the benefit of the results of the management of its funds; (3) the Ordinary Shares must be admitted to trading on a Regulated Market; (4) the Company is not a venture capital trust (within the meaning of Part 6 of the Income Taxes Act 2007) or a UK REIT (within the meaning of Part 12 CTA 2010) (5) the Company is not a close company (as defined in Chapter 2 of Part 10 CTA 2010); and (6) the Company must not retain in respect of any accounting period an amount which is greater than 15 per cent. of its income.

The Company will be liable to UK corporation tax on its income, although dividend income may be exempt from tax. Income arising from overseas investments may be subject to foreign withholding taxes at varying rates, but double taxation relief may be available. To the extent that the Company has a surplus of deductible expenses over its taxable income, it will endeavour to surrender each surplus, to UK resident companies in which it or Holdco invests, by way of group relief or consortium relief. Deductible expenses should include any fees payable by the Company to the Investment Manager under the Investment Management Agreement but would not include amounts of priority profit share payable by the LLP under the LLP Agreement.

Shareholders

Taxation of capital gains

Depending on their personal circumstances, UK resident Shareholders may be subject to capital gains tax or, in the case of corporate Shareholders, corporation tax on chargeable gains in respect of any gain arising on a transfer or disposal of their Shares, including a disposal on a winding-up of the Company.

For Shareholders who are individuals, or otherwise not within the charge to UK corporation tax, UK capital gains tax may be payable on a disposal of the Shares at the flat rate of 18 per cent. for basic rate taxpayers or 28 per cent. for higher or additional rate taxpayers. No indexation allowance is available to such holders, but Shareholders may be entitled to an annual exemption from capital gains (for the tax year 2014/15, this is £11,000).

Individual Shareholders who are temporarily non-resident in the UK may, under anti-avoidance legislation, still be liable to UK tax on any capital gain realised (subject to any available exemption or relief).

Shareholders within the charge to UK corporation tax may be liable to UK corporation tax on chargeable gains on a disposal of the Shares. Indexation allowance may be available to reduce the amount of any chargeable gain (but cannot be used to create or increase an allowable loss).

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Taxation of dividends and distributions

Under current law, the Company will not be required to withhold tax at source when paying a dividend. UK resident individual Shareholders will be liable to income tax on the amount of any dividends received. Higher rate taxpayers will be liable to income tax at 32.5 per cent., basic rate individual taxpayers at ten per cent. and additional rate taxpayers at 37.5 per cent. A tax credit equal to ten per cent. of the gross dividend (also equal to one-ninth of the cash dividend received) should be available to set off against a Shareholder's total income tax liability on the dividend. The effect of the tax credit is that a basic rate taxpayer will not have to account for any additional tax to HMRC, a higher rate taxpayer will have to account for additional tax equal to 22.5 per cent. of the gross dividend (which equals 25 per cent. of the cash dividend received) and an additional rate taxpayer will have to account for additional tax equal to 27.5 per cent. of the gross dividend (which equals 30.56 per cent. of the cash dividend received).

There will be no repayment of all or part of the tax credit to an individual Shareholder whose liability to income tax on all or part of the gross dividend is less than the amount of the tax credit. This will include a Shareholder who holds Shares through an ISA.

Dividends received by UK corporate Shareholders will be subject to UK corporation tax unless the dividend falls within one of the exempt classes set out in Part 9A CTA 2009. Shareholders within the charge to UK corporation tax are advised to consult their independent professional advisers in relation to the implications of this legislation.

Shareholders who are not resident in the UK may be entitled to a payment from HMRC of a proportion of the tax credit relating to their dividends but such entitlement will depend, in general, on the provisions of any double taxation agreement or convention which exists between the UK and their country of residence. Non-UK resident Shareholders may be subject to local taxation on dividend income in their country of residence. Any person who is not resident in the UK should consult his own tax adviser on the question of the double taxation position applying between his country of residence and the UK.

Investment trust dividends – elective regime

As the Company is an investment trust and provided that it satisfies certain conditions set out in the Investment Trusts (Dividends) (Optional Treatment as Interest Distributions) Regulations 2009, it may designate all or part of an amount it distributes by way of a dividend as an "interest distribution". The Company may not designate as an "interest distribution" an amount that exceeds its qualifying interest income for the accounting period in which the distribution is made.

If the Company designates all or part of any amount it distributes by way of a dividend as an "interest distribution" it will be entitled to a deduction for the amount so designated. The Company will be required to withhold tax (currently at the rate of 20 per cent.) from the "interest distribution" unless an exemption applies (including where the "interest distribution" is paid to a company, to the trustees of a unit trust scheme or to a recipient who makes a valid declaration to the investment trust that it is not ordinarily resident in the UK).

UK resident corporate shareholders will be liable to UK corporation tax on the "interest distributions" received in accordance with the loan relationships rules.

UK individual shareholders will be liable to UK income tax on the "interest distributions" received at 20, 40 or 45 per cent. However, such shareholders will receive a credit for the 20 per cent. tax which the investment trust is required to withhold. As a result, basic rate taxpayers will have no further tax to pay on the "interest distributions", higher rate taxpayers will be liable to additional tax of 20 per cent. and additional rate taxpayers will be liable to additional tax of 25 per cent.

The Company does not intend to designate any amounts distributed by way of dividend as an interest distribution.

Stamp duty and stamp duty reserve tax

Subject to the following, any transfer of Shares will be liable to ad valorem stamp duty (currently at the rate of 0.5 per cent.) with a rounding up to the nearest £5 or (if an agreement to transfer such Shares is not completed before the seventh day of the calendar month following the month in which the agreement becomes unconditional) stamp duty reserve tax (currently at the rate of 0.5 per cent.), in either case on the actual consideration paid.

Under the CREST system for paperless transfers, no stamp duty or stamp duty reserve tax will arise on the transfer of Shares into the system unless such a transfer is made for a consideration

in money or money's worth, in which case a liability to stamp duty reserve tax (usually at the rate of 0.5 per cent.) will arise. Paperless transfers of Shares within CREST are liable to stamp duty reserve tax (usually at the rate of 0.5 per cent. of the actual consideration paid) rather than stamp duty. Stamp duty reserve tax on relevant transactions settled within the CREST system, or reported through it for regulatory purposes, is collected by CREST.

In the ordinary course of events, liability to pay any stamp duty or stamp duty reserve tax is that of the purchaser or transferee.

Special rules apply to agreements made by market makers and broker-dealers in the ordinary course of their business.

ISA

The Ordinary Shares (save where such Ordinary Shares have been allotted under the Placing) are eligible for inclusion in the stocks and shares component of an ISA, subject, where applicable, to the annual subscription limits for new investments into an ISA (for the tax year 2014/15 this is £15,000).

Sums received by a Shareholder on a disposal of Ordinary Shares will not count towards the Shareholder's annual limit, but a disposal of Ordinary Shares held in an ISA will not serve to make available again any part of the annual subscription limit that has already been used by the Shareholder in that tax year.

Holdco

Holdco will be liable to UK corporation tax on its income, although dividend income may be exempt from tax. Income arising from overseas investments may be subject to foreign withholding taxes at varying rates, but double taxation relief may be available. Holdco will also be liable to UK corporation tax on chargeable gains, however in certain cases these may be exempt under the Substantial Shareholding Exemption subject to meeting the relevant qualifying criteria.

The LLP

As explained in paragraph 4 of Part IX of this Prospectus, the Company will make its investments via a group structure which comprises the LLP, a limited liability partnership in which the Company is a member, and the Holdco, a wholly-owned subsidiary of the LLP. The Company and the Investment Manager are the only partners in the LLP. It is intended to conduct the affairs of the LLP so that it will be transparent for UK tax purposes in accordance with the provisions of section 1273 Corporation Tax Act 2009.

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PART IX: ADDITIONAL INFORMATION

1 Incorporation and Administration

1.1 Greencoat UK Wind PLC was incorporated in England and Wales on 4 December 2012 with registered number 08318092 as a public company with an unlimited life under the CA 2006.

1.2 The registered office of the Company is 27-28 Eastcastle Street, London W1W 8DH. The principal place of business of the Company is The Innovation Centre, Northern Ireland Science Park, Queen's Road, Queen's Island, Belfast BT3 9DT (telephone: +44 2890 785 880).

1.3 The Company is incorporated and operates under the CA 2006. The Company is not authorised or regulated as a collective investment scheme by the Financial Conduct Authority. From First Admission, it has been subject to the Listing Rules and the Disclosure and Transparency Rules of the UK Listing Authority.

1.4 The Company's accounting period will terminate on 31 December of each year. The annual report and accounts are prepared in accordance with IFRS.

1.5 Other than its entry into the LLP Agreement and the Investment Management Agreement (details of which are summarised in paragraphs 12.2 to 12.6 and paragraphs 12.16 to 12.24 respectively, of this Part IX) and those related party transactions set out immediately below, the Company has not since its date of incorporation entered into any related party transactions:

(a) Holdco entered into management services agreements with Bin Mountain SPV, Braes of Doune SPV, Carcant SPV, Cotton Farm SPV, Drone Hill SPV, Earl's Hall Farm SPV, Kildrummy SPV, Maerdy SPV, North Rhins SPV, Sixpenny Wood SPV, Tappaghan SPV and Yelvertoft SPV and receives £30,000 per annum from each of these entities in relation to administration services, the majority of which such fees are subsequently paid to the Administrator;

(b) Holdco entered into a sale and purchase agreement with RWE dated 8 November 2013 in respect of the sale of a 100 per cent. interest in ML Holdco Limited, as more particularly described in paragraphs 12.12 to 12.14 of this Part IX; and

(c) certain Directors of the Company and certain members and employees of the Investment Manager acquired Ordinary Shares pursuant to the Company's IPO and/or fundraising in December 2013 and Tim Ingram and his wife have indicated their intention to apply for 28,000 New Shares, in aggregate, pursuant to the issue.

1.6 The Company has no employees.

1.7 The Company is registered as an investment company pursuant to section 833 CA 2006 and is an investment trust under section 1158 of the Corporation Tax Act 2010.

1.8 Changes in the issued share capital of the Company since its incorporation are summarised in paragraph 3 of this Part IX.

1.9 PKF was appointed on 4 February 2013 to act as the Company's auditor. PKF is registered to carry out audit work by the Institute of Chartered Accountants of England and Wales. On 2 April 2013 PKF merged with BDO. BDO is registered to carry out audit work by the Institute of Chartered Accountants of England and Wales. BDO is the only firm to have undertaken any audit work in relation to the Company.

2 Directors

2.1 The Directors are:

Name	Function	Age	Date of Appointment
Tim Ingram	Chairman	67	4 December 2012
Shonaid Jemmett-Page	Director	54	5 December 2012
William Rickett	Senior Independent Director	61	4 December 2012
Kevin McCullough	Director	49	1 July 2013
Dan Badger	Director	68	1 July 2013

all care of the Company's registered office at 27-28 Eastcastle Street, London W1W 8DH.

2.2 Further details relating to the Directors are set out in Part V of this Prospectus.

3 Share Capital

3.1 On incorporation, the share capital of the Company was £1 represented by one ordinary share of nominal value of £1, which was taken by the subscriber to the Memorandum of Association of the Company. Such ordinary share was issued as fully paid.

3.2 To enable the Company to obtain a certificate to commence business and to exercise its borrowing powers under section 761 CA 2006, on 5 December 2012, 50,000 redeemable preference shares of £1 each (the Redeemable Preference Shares) were allotted to Greencoat Capital LLP against its irrevocable undertaking to pay 25p in cash for each such share by not later than 1 July 2013 and the balance on demand thereafter. The Redeemable Preference Shares were redeemed in full out of the proceeds of the 2013 issue shortly after First Admission. The Company's certificate to commence business is dated 20 December 2012.

3.3 Pursuant to a resolution passed at a general meeting of the Company held on 5 December 2012 the ordinary share of £1 in the Company was sub-divided into 100 Ordinary Shares of 1p each.

3.4 On 27 March 2013, 260 million Ordinary Shares were allotted to investors in connection with First Admission.

3.5 On 18 December 2013, 80,975,610 Ordinary Shares were allotted to investors in connection with the Company's secondary fundraising.

3.6 On 5 February 2014, 2,000,000 Ordinary Shares were allotted to investors.

3.7 Pursuant to resolutions passed at the annual general meeting of the Company held on 28 April 2014:

(a) the Directors were generally and unconditionally authorised, in accordance with section 551 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 £1,145,166.22 provided that the authority conferred on the Directors expires at the conclusion of the next AGM of the Company after the passing of this resolution (unless previously revoked, varied or renewed by the Company in general meeting), 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 of such an offer or agreement as if the authority conferred had not expired;

(b) (i) the allotment of equity securities in connection with an offer of equity securities:

(A) to ordinary shareholders in proportion (as nearly as may be practicable) to their existing holdings; and

(B) to holders of other equity securities as required by the rights of those securities or 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 laws of, any territory or the requirements of any regulatory body or stock exchange or any other matter; and

(ii) the allotment (otherwise than under paragraph (i) above) of equity securities up to an aggregate nominal value of £343,549.87, and shall expire at the conclusion of the next AGM of the Company 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.

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(c) the Company was 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 on such terms and in such manner as the Directors shall from time to time determine, provided that:

(i) the maximum number of Ordinary Shares hereby authorised to be purchased is 51,498,125;

(ii) the minimum price (exclusive of expenses) which may be paid for an Ordinary Share is 1 pence;

(iii) the maximum price (exclusive of expenses) which may be paid for an Ordinary Share shall be not more than the higher of:

(A) an amount equal to 105 per cent. of the average 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

(B) an amount equal to the higher of the price of the last independent trade of an Ordinary Share and the highest current independent bid for an Ordinary Share as derived from the London Stock Exchange Trading System;

(iv) the authority conferred expires (A) at the conclusion of the next AGM after the passing of this resolution or (B) the expiry of 15 months after the passing of this resolution, if earlier (unless previously revoked, varied or renewed by the Company in the general meeting prior to such time); and

(v) 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.

3.8 Since the date of incorporation of the Company, the Investment Manager has received 917,807 Ordinary Shares pursuant to the Company's obligations under the Investment Management Agreement. On 5 August 2014, in accordance with the Investment management Agreement, the Investment Manager sold 431,368 Ordinary Shares in order to meet tax liabilities and, as at the date of this document, the Investment Manager holds 486,439 Ordinary Shares.

3.9 Save as disclosed in this paragraph 3, no share or loan capital of the Company has since the date of incorporation of the Company been issued or been agreed to be issued, fully or partly paid, either for cash or for a consideration other than cash, and no such issue is now proposed.

3.10 Since the date of incorporation of the Company, the Company has not repurchased any Ordinary Shares.

3.11 Resolutions are being proposed at the General Meeting to be held on 24 October 2014 as follows:

(a) Resolution 1

the Directors be generally and unconditionally authorised, in accordance with section 551 CA 2006, to exercise all the powers of the Company to allot Ordinary Shares and to grant rights to subscribe for, or to convert any security into, Ordinary Shares up to an aggregate nominal amount of £2,102,803 pursuant to the Issue provided that the authority hereby conferred on the Directors shall expire at the conclusion of the next AGM after the date of the passing of this Resolution (unless previously revoked, varied or renewed by the Company in general meeting), 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 of such an offer or agreement as if the authority conferred hereby had not expired;

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(b) Resolution 2

subject to the passing of Resolution 1 above, and in substitution for all subsisting authorities to the extent unused (save for the authority granted pursuant to Resolution 1 above), the Directors be generally and unconditionally authorised, in accordance with section 551 CA 2006, to exercise all the powers of the Company to allot Ordinary Shares and to grant rights to subscribe for, or to convert any security into, Ordinary Shares up to an aggregate nominal amount of £43,735,136 provided that the authority hereby conferred on the Directors shall expire at the conclusion of the next AGM after the date of the passing of this Resolution (unless previously revoked, varied or renewed by the Company in general meeting), 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 of such an offer or agreement as if the authority conferred hereby had not expired;

subject to the passing of Resolution 1 above, the Directors be empowered, pursuant to sections 570 and 571 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 the Resolution 1 above 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:

(i) be limited to the allotment of Ordinary Shares pursuant to the Issue; and
(ii) expire at the conclusion of the next AGM after the passing of this Resolution (unless previously revoked, varied or renewed by the Company in general meeting), 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;

(d) Resolution 4

subject to the passing of Resolution 2 above and in substitution for all subsisting authorities to the extent unused (save for the authority granted pursuant to Resolution 3 above), the Directors be empowered, pursuant to sections 570 and 571 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 2 above 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:

(i) be limited to the allotment of equity securities up to an aggregate nominal amount of £437,351; and
(ii) expire at the conclusion of the next AGM after the passing of this Resolution (unless previously revoked, varied or renewed by the Company in general meeting), 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.

(e) Resolution 5

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 on such terms and in such manner as the Directors shall from time to time determine, provided that:

(i) the maximum aggregate number of Ordinary Shares hereby authorised to be purchased is 14.99 per cent. of the Ordinary Shares in issue immediately following Admission (as defined in the Prospectus) in substitution of any existing authority granted to the Directors to make market purchases;

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(ii) the minimum price (exclusive of expenses) which may be paid for an Ordinary Share is 1p;

(iii) the maximum price (exclusive of expenses) which may be paid for an Ordinary Share is the higher of:

(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 for an Ordinary Share as derived from the London Stock Exchange Trading System;

(f) the authority hereby conferred shall expire at the conclusion of the next AGM after the passing of this Resolution 5 (unless previously revoked, varied or renewed by the Company in general meeting); and

(g) 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.

3.12 Assuming the target of 93,457,944 New Shares are issued, immediately following Admission the issued share capital of the Company will consist of up to 437,351,361 Ordinary Shares. Where the maximum of 210,280,374 New Shares are issued, immediately following Admission the issued share capital of the Company will consist of up to 554,173,791 Ordinary Shares.

3.13 The provisions of section 561(1) CA 2006 (which, to the extent not disapplied pursuant to sections 570, 571 and 573 CA 2006, confer on Shareholders rights of pre-emption in respect of the allotment of equity securities which are, or are to be, paid up in cash) apply to issues by the Company of equity securities save to the extent disapplied as mentioned in paragraph 3.4 of this Part IX.

3.14 The Company may from time to time issue new Ordinary Shares to the Investment Manager in respect of the Equity Element. Further details are set out in Part VI of this Prospectus.

3.15 In accordance with the power granted to the Board by the Articles, it is expected that the Ordinary Shares will be allotted (conditional upon Admission) pursuant to a resolution of the Board to be passed shortly before Admission.

3.16 The Company has not granted any options over its share or loan capital which remain outstanding and has not agreed, conditionally or unconditionally to grant any such options.

3.17 All of the Ordinary Shares will be in registered form and will be eligible for settlement in CREST. Temporary documents of title will not be issued.

3.18 The Ordinary Shares represent the Company's sole share class and the Company has no plans to create additional classes of shares. Should any additional classes of shares be created, the Investment Manager shall seek to act in relation to the Company in a way which ensures the fair treatment of and between such classes of shares.

3.19 Since the date of incorporation of the Company, the Company has paid the following dividends: (i) 1.5p per Ordinary Share on 20 September 2013 (for the period from First Admission to 30 June 2013); (ii) 3p per Ordinary Share on 21 February 2014 (for the period from 1 July 2013 to 31 December 2013); and (iii) 3.08p per Ordinary Share on 29 August 2014 (for the period from 1 January 2014 to 30 June 2014) in respect of all Ordinary Shares. The Company intends to pay an annual dividend per Ordinary Share of 6.16p for 2014 and, given the nature of the Company's income streams, the Board intends to increase the dividend in line with RPI inflation.

4 Group Structure

4.1 The Company makes its investments via a group structure which comprises Greencoat UK Wind 1 LLP, a limited liability partnership in which the Company is a member, and

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Greencoat UK Wind Holdco Limited, a wholly-owned subsidiary of the LLP. The Company and the Investment Manager are the only members of the LLP. Holdco invests either directly or indirectly in the SPVs which own the wind farms.

LLP

4.2 The LLP was incorporated in England and Wales on 11 January 2013 as a limited liability partnership under the Limited Liability Partnerships Act 2000 with registered number OC381550 and having its registered office at 27-28 Eastcastle Street, London W1W 8DH.

4.3 The members of the LLP comprise the Company and the Investment Manager.

4.4 The current auditor of the LLP is BDO LLP.

4.5 The LLP holds the entire issued share capital in Holdco.

Holdco

4.6 Holdco was incorporated in England and Wales on 14 January 2013 as a private limited company under the CA 2006 with registered number 08359703 and having its registered office at 27-28 Eastcastle Street, London W1W 8DH.

4.7 The current auditor of Holdco is BDO LLP.

4.8 Holdco neither pays any amount of remuneration (including any contingent or deferred compensation) nor grants any benefits in kind to any persons for any services provided to Holdco.

4.9 Holdco has not set aside or accrued amounts to provide pension, retirement or similar benefits for its directors. Holdco has no employees.

4.10 No loan has been granted to, nor any guarantee provided for the benefit of, any director of Holdco by Holdco.

4.11 The directors of Holdco are Stephen Lilley and Laurence Fumagalli, who are also employees and in the process of becoming members of the Investment Manager. As such, there is a potential conflict of interest between their duties to Holdco and their duties to the Investment Manager. The directors of Holdco do not have service contracts or letters of appointment with Holdco.

4.12 Save as disclosed in paragraph 4.11 of this Part IX, none of the directors of Holdco, has, or has had, any interest in any transaction which is or was unusual in its nature or conditions or significant to the business of Holdco and which has been effected by Holdco since its incorporation.

4.13 The business address of each of the directors is 27-28 Eastcastle Street, London W1W 8DH.

4.14 As at the date of this Prospectus, none of the directors of Holdco:

(a) has any convictions in relation to fraudulent offences for at least the previous five years;

(b) has been bankrupt or been a director of any company or been a member of the administrative, management or supervisory body of an issuer or a senior manager of an issuer at the time of any receivership or compulsory or creditors' voluntary liquidation for at least the previous five years; or

(c) has been subject to any official public incrimination or sanction of him by any statutory or regulatory authority (including designated professional bodies) nor has he been disqualified by a court from acting as a director of a company or from acting as a member of the administrative, management or supervisory bodies of an issuer or from acting in the management or conduct of the affairs of any issuer, for at least the previous five years.

4.15 Holdco maintains directors' and officers' liability insurance on behalf of its directors at the expense of Holdco. Holdco has also indemnified its directors in accordance with the provisions of the articles of association of Holdco.

4.16 The directors of Holdco have been directors of Holdco since the date of its incorporation and their appointment as such will cease when procured by Holdco's shareholders.

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4.17 None of the directors of Holdco has any shareholding in Holdco or any options over any such shares.

4.18 All shares in Holdco carry the same voting rights.

4.19 Save as set out in paragraph 4.5 of this Part IX, as at 24 September 2014 (being the latest practicable date prior to the publication of this Prospectus), Holdco is not aware of any person who, immediately following Admission could, directly or indirectly, jointly or severally, exercise control over Holdco.

4.20 Holdco knows of no arrangements, the operation of which may result in a change of control of Holdco.

4.21 There are no governmental, legal or arbitration proceedings (including any such proceedings which are pending or threatened) of which Holdco is aware, which may have or have had during the 12 months immediately preceding the date of this document a significant effect on the financial position or profitability of Holdco.

Holdco articles of association

4.22 Holdco's articles of association (for the purpose of paragraphs 4.23 to 4.66 of this Part IX, the Articles) contain provisions, inter alia, to the following effect:

Objects/Purposes

4.23 The Articles do not provide for any objects of Holdco and accordingly Holdco's objects are unrestricted.

Voting

4.24 A resolution put to the vote of a general meeting must be decided by shareholders on a show of hands unless a poll is demanded in accordance with the Articles.

4.25 A poll on a resolution may be demanded either in advance of the general meeting where it is to be put to the vote or at a general meeting (either before a show of hands on that resolution or immediately after the result of a show of hands on that resolution is declared). A poll may be demanded by the chairman of the meeting, by the directors or by any person having the right to vote on the resolution.

Dividends

4.26 Subject to the provisions of the CA 2006 and of the Articles, Holdco may by ordinary resolution declare dividends to be paid to members according to their respective rights and interests in the profits of Holdco. However, no dividend shall exceed the amount recommended by the board.

4.27 Subject to the provisions of the CA 2006, the board may declare and pay such interim dividends as the board may decide. If Holdco's share capital is divided into different classes, no interim dividend may be paid on shares carrying deferred or non-preferred rights if, at the time of payment, any preferential dividend is in arrears. The directors may pay at intervals any dividend payable at a fixed rate if it appears to them that the profits available for distribution justify the payment.

4.28 Except as otherwise provided by the Articles from time to time or the rights attached to shares, all dividends must be declared and paid according to the amounts paid up on the shares on which the dividend is paid and apportioned and paid proportionately to the amounts paid up on the shares during any portion or portions of the period in respect of which the dividend is paid.

4.29 If any share is issued on terms providing that it ranks for dividend as from a particular date, that share ranks for dividend accordingly.

4.30 For the purposes of calculating dividends, no account is to be taken of any amount which has been paid up on a share in advance of the due date for payment of that amount.

Transfer of shares

4.31 Shares may be transferred by means of an instrument of transfer in any usual form or any other form approved by the directors, which is executed by or on behalf of the transferor and, unless the share is fully paid, by or on behalf of the transferee. Holdco may retain any instrument of transfer which is registered.

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4.32 No fee may be charged for registering any instrument of transfer or other document relating to or affecting the title to any share.

4.33 The transferor remains the holder of a share until the transferee's name is entered in the register of shareholders as the holder of it.

4.34 Holdco's directors may refuse to register the transfer of a share and, if they do so, the instrument of transfer must be returned to the transferee with the notice of refusal unless they suspect that the proposed transfer may be fraudulent.

General meetings

4.35 If Holdco has insufficient directors to call a general meeting and the director(s) (if any) is/are unable or unwilling to appoint sufficient directors to make up a quorum or to call a general meeting to do so, then any shareholder may call a general meeting (or instruct the secretary, if any, to do so) for the purpose of appointing one or more directors.

4.36 A person is able to exercise the right to speak at a general meeting when that person is in a position to communicate to all those attending the meeting, during the meeting, any information or opinions which that person has on the business of the meeting.

4.37 A person is able to exercise the right to vote at a general meeting when that person is able to vote, during the meeting, on resolutions put to the vote at the meeting and his vote can be taken into account in determining whether or not such resolutions are passed at the same time as the votes of all the other persons attending the meeting.

4.38 The directors may make whatever arrangements they consider appropriate to enable those attending a general meeting to exercise their rights to speak or vote at it and directors may attend and speak at general meetings, whether or not they are shareholders.

4.39 The chairman of the general meeting may permit other persons, who are not shareholders or otherwise entitled to exercise the rights of shareholders in relation to general meetings, to attend and speak at a general meeting.

Issue of shares

4.40 The directors may exercise any power of Holdco to allot shares as if section 561 CA 2006 did not apply to the allotment, or to grant rights to subscribe for or to convert any security into shares.

4.41 Without prejudice to the rights attached to any existing share, Holdco may issue shares with such rights or restrictions as may be determined by ordinary resolution.

4.42 Holdco may issue shares which are to be redeemed, or are liable to be redeemed at the option of Holdco or the shareholder, and the directors may determine the terms, conditions and manner of redemption of any such shares.

Directors' fees

4.43 The directors may undertake any services for Holdco that the directors decide and the directors shall be entitled to such remuneration as may be approved by an ordinary resolution for their services to Holdco as directors and for any other service which they undertake for Holdco.

4.44 A director's remuneration may take any form and include any arrangements in connection with the payment of a pension, allowance or gratuity, or any death, sickness or disability benefits, to or in respect of that director. Unless the directors decide otherwise, directors' remuneration accrues from day to day.

4.45 Holdco may pay any reasonable expenses which the directors properly incur in connection with their attendance at meetings of directors or committees of directors, at general meetings, at separate meetings of the holders of any class of shares or of debentures of Holdco or otherwise in connection with the exercise of their powers and the discharge of their responsibilities in relation to Holdco.

Directors' interests

4.46 Subject to the provisions of the CA 2006, a director notwithstanding his office:

(a) may be a party to or otherwise be interested in any transaction or arrangement with Holdco or in which Holdco is otherwise interested or in which any company which has an interest in Holdco is interested;

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(b) may hold any other office or place of profit under Holdco (except that of auditor or of auditor of a subsidiary of Holdco) in conjunction with the office of director and may act by himself or through his firm in a professional capacity for Holdco, and in any such case on such terms as to remuneration and otherwise as the board may arrange, either in addition to or in lieu of any other allowable remuneration;

(c) may be a director or other officer of, or employed by, or a party to any transaction or arrangement with or otherwise interested in, any company promoted by Holdco or in which Holdco is otherwise interested or which has an interest in Holdco; and

(d) shall not be liable to account to Holdco for any profit, remuneration or other benefit realised by any office or employment or from any transaction, arrangement or proposal or from any interest in any body corporate, no such transaction, arrangement or proposal shall be liable to be avoided on the grounds of any such interest or benefit nor shall the receipt of any such profit, remuneration or any other benefit constitute a breach of his duty under the CA 2006 or under the law not to accept benefits from third parties.

4.47 A director shall declare the nature and extent of permitted interest at a meeting of the directors, or, in the case of a transaction or arrangement with Holdco, in the manner set out in the CA 2006.

4.48 Notwithstanding any other provisions in the Articles, a director need not declare an interest in the case of a transaction or arrangement with Holdco:

(a) if, or to the extent that, the other directors are already aware of the interest (and for this purpose the other directors will be treated as aware of anything of which they ought reasonably to be aware); or

(b) if, or to the extent that, it concerns the terms of his service contract (as defined in section 227 CA 2006) that have been or are to be considered by a meeting of the directors or by a committee of the directors appointed for the purpose.

4.49 Where the existence of a director's relationship with another person is authorised by the board the director shall not be in breach of the general duties he owes to Holdco because he:

(a) absents himself from meetings of the board at which any matter relating to the conflict of interest or possible conflict of interest will or may be discussed or from the discussion of any such matter at a meeting or otherwise;

(b) makes arrangements not to receive documents and information relating to any matter which gives rise to the conflict of interest or possible conflict of interest sent or supplied by Holdco and/or makes arrangements for such documents and information to be received and read by a professional adviser; or

(c) fails to disclose to the board or to any director or other officer or employee of Holdco any information which he obtains otherwise than as a director and in respect of which he has a duty of confidentiality to another person; and/or fails to use or apply any such information in performing his duties as a director.

4.50 The board may cause the voting rights conferred by the shares in any other company held or owned by Holdco or any power of appointment to be exercised in such manner in all respects as it thinks fit (including the exercise of voting rights in favour of any resolution appointing the directors or any of them as directors or officers of the other company or in favour of the payment of remuneration to the directors or officers of the other company), and a director may vote on and be counted in the quorum in relation to any of these matters.

4.51 Except as otherwise provided in these Articles a director is to be counted as participating in the decision-making process for quorum or voting purposes on a proposed decision of the directors which is concerned with an actual or proposed transaction or arrangement with Holdco in which that director is interested.

4.52 A director who is interested in a transaction or arrangement with Holdco in relation to the director's own appointment to office or employment with Holdco, or the variation of the terms thereof, or termination of his appointment or employment, is not to be counted as

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participating in the decision-making process, and is not entitled to vote on or agree to a proposal relating to it.

4.53 Holdco may by ordinary resolution disapply the provision of the Articles which would otherwise prevent a director from being counted as participating in the decision-making process.

4.54 If a question arises at a meeting of directors or of a committee of directors as to the right of a director (other than the chairman) to participate in the meeting (or part of the meeting) for voting or quorum purposes, the question may, before the conclusion of the meeting, be referred to the chairman whose ruling in relation to any director other than the chairman is to be final and conclusive.

4.55 If any question as to the right to participate in the meeting (or part of the meeting) should arise in respect of the chairman, the question is to be decided by a decision of the directors at that meeting, for which purpose the chairman is not to be counted as participating in the meeting (or that part of the meeting) for voting or quorum purposes.

Number of directors

4.56 The quorum for board meetings may be fixed from time to time by a decision of the board and unless otherwise fixed it is two.

4.57 Notwithstanding the above, for the purposes of any meeting (or part of a meeting) held to authorise a director's conflict, if the quorum is more than one but there is only one eligible director in office, the quorum for such meeting (or part of a meeting) shall be one director.

Directors' appointment and retirement

4.58 Any person who is willing to act as a director and is permitted by law to do so may be appointed to be a director by an instrument in writing or by a decision of the directors.

4.59 Without prejudice to the powers of Holdco under section 168 CA 2006 to remove a director by ordinary resolution, a shareholder or shareholders who for the time being hold(s) more than one half of the issued ordinary shares shall have the power from time to time and at any time to appoint any person or persons as a director or directors and to remove from office any director howsoever appointed. Any such appointment or removal shall be effected by an instrument in writing authenticated by the shareholder or shareholders making the same or (in the case of a shareholder being a corporation) authenticated on its behalf by one of its directors or its secretary and shall take effect when received.

Indemnity of officers

4.60 A relevant director of Holdco or an associated company may be indemnified out of Holdco's assets against:

(a) any liability incurred by that director in connection with any negligence, default, breach of duty or breach of trust in relation to Holdco or an associated company; and/or
(b) any other liability incurred by that director as an officer of Holdco or an associated company.

Lien and forfeiture

4.61 Holdco has a lien over every share (whether or not fully paid) for any indebtedness or other liability to Holdco of any shareholder (whether the shareholder is the sole or joint holder of the share), whether payable immediately or at some time in the future and, in the case of a partly paid share, whether or not a call notice has been sent in respect of it.

4.62 Holdco's lien over a share takes priority over any third party's interest in that share and extends to any dividend or other money payable by Holdco in respect of that share and (if the lien is enforced and the share is sold by Holdco) the proceeds of sale of that share.

4.63 The directors may at any time decide that a share which is or would otherwise be subject to Holdco's lien shall not be subject to it, either wholly or in part.

4.64 Subject to the Articles and the terms on which shares are allotted, the directors may send a notice (a call notice) to a shareholder requiring the shareholder to pay Holdco a specified sum of money (a call) which is payable in respect of shares which that shareholder holds at the date when the directors decide to send the call notice.

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4.65 If a person is liable to pay a call and fails to do so by the call payment date the directors may issue a notice of intended forfeiture to that person and, until the call is paid, that person must pay Holdco interest on the call from the call payment date at the relevant rate.

4.66 A notice of intended forfeiture may be sent in respect of any share in respect of which a call has not been paid as required by a call notice, must be sent to the holder of that share or to a person entitled to it by reason of the holder's death, bankruptcy or otherwise, must require payment of the call and any accrued interest by a date which is not less than 14 days after the date of the notice, must state how the payment is to be made and must state that, if the notice is not complied with, the shares in respect of which the call is payable will be liable to be forfeited.

4.67 In addition to their directorships of Holdco, Stephen Lilley and Laurence Fumagalli are or have been members of the administrative, management or supervisory bodies or partners of the following companies or partnerships, at any time in the previous five years:

Stephen Lilley
Present directorships and partnerships
Bin Mountain Windfarm (N.I.) Limited
Braes of Doune Wind Farm (Scotland) Limited
Carcant Windfarm (Scotland) Limited Cotton Farm Wind Farm Limited
Earl's Hall Farm Wind Farm Limited
Little Cheyne Court Wind Farm Limited
ML Holdco Limited
Rhyl Flats Wind Farm Limited
Tappaghan Windfarm (NI) Limited
Maerdy Windfarm Limited
Kildrummy Wind Farm Limited
Sixpenny Wood Wind Farm Limited
Yelvertoft Wind Farm Limited
North Rhins Wind Farm Limited
Drone Hill Wind Farm Limited
SYND Holdco Limited
Greencoat Capital LLP

Past directorships and partnerships
Zephyr Investments Limited
Beaufort Wind Limited
Causeymire Windfarm Limited
Headwind Development Service Limited
NWP Offshore Limited
Bears Down Windfarm Limited
Farr Windfarm Limited
Ffynnon Oer Windfarm Limited
Polwhat Rog Windfarm Limited
Gallow Rig Windfarm Limited
Windy Standard Limited
Zelda Acquisitions Ltd
Zelda Acquisitions Holdings Limited
Kelda Group Plc
Kelda Holdco Limited
Kelda Non-Reg Holdco Limited
Kelda Junior Holdco Limited
Kelda Buffer Limited
Kelda Eurobond Co Limited
Kelda PIK Co Limited
Saltaire Water Limited
Skeldergate Topco Limited (Jersey)
Skeldergate Holdco Limited
Skeldergate Non-reg Holdco Limited
Skeldergate Junior Holdco Limited
Skeldergate Buffer Limited
Wharfedale Acquisitions Limited
Wharfedale Acquisitions Subholdings Limited
Wharfedale Acquisitions Holdings Limited
Meter Serve (North West) Limited
Meter Serve (North East) Limited
Meter Fit (North West) Limited
Meter Fit (North East) Limited
Internal acquisition companies
Marlin Acquisitions Limited
Marlin Acquisitions Holding Limited
ABP Holdings Ltd
ABP/Rose Ports (Jersey) Ltd
ABP Acquisitions UK Ltd
ABP Subholdings UK Ltd
ABP Mezzanine Holdco UK Ltd
ABP Bonds UK Ltd

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Penguin Acquisitions Limited
Penguin Acquisitions Holdings Limited
Calvin Capital
Salmon Acquisitions Limited
Salmon Acquisitions Holdings Limited
Saxon (Jersey) Limited
Saxon (UK No.1) Limited
Saxon (UK No.2) Limited
Meridian Hospital Company plc
Meridian Hospital Company (Holdings) Limited
Climate Change Capital Wind Energy
Onshore Holdco Limited
Climate Change Capital Wind Energy
Offshore Holdco Limited
Infracapital Employee Feeder LP
Braes of Doune Holdco

Laurence Fumagalli

Present directorships and partnerships
Bin Mountain Windfarm (N.I.) Limited
Braes of Doune Wind Farm (Scotland) Limited
Carcant Windfarm (Scotland) Limited
Cotton Farm Wind Farm Limited
Earl's Hall Farm Wind Farm Limited
ML Holdco Limited
Tappaghan Windfarm (NI) Limited
Maerdy Windfarm Limited
Maerdy Windfarm Holdings Limited
Kildrummy Wind Farm Limited
Sixpenny Wood Wind Farm Limited
Yelvertoft Wind Farm Limited
North Rhins Wind Farm Limited
Drone Hill Wind Farm Limited
SYND Holdco Limited
Greencoat Capital LLP

Past directorships and partnerships
Greenworksasia Pte Ltd
Climate Change Capital Wind Energy
Onshore Hold Co Limited
Climate Change Capital Wind Energy
Offshore Hold Co Limited
Braes of Doune Holdco

5 Working Capital

The Company believes, taking into account the existing facilities available to the Group, the Group has sufficient working capital for its present requirements, which is for at least the next 12 months from the date of this Prospectus.

6 Capitalisation and Indebtedness

6.1 The following tables show the capitalisation and indebtedness of the Group as at 30 June 2014 and has been extracted without material adjustment from the unaudited interim accounts of the Company for the period to 30 June 2014.

Net Indebtedness as at 30 June 2014

Cash and cash equivalents	£000
Total current debt – unsecured	3,578
Total current debt – secured	—
Net funds as at 30 June 2014	(135,000)
	(131,422)

6.2 Since 30 June 2014, Greencoat UK Wind Holdco Limited has drawn down a further £90 million from its loan facilities described in paragraphs 12.79 to 12.88 of this Part IX.

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6.3 The following table sets out the consolidated capitalisation of the Group, based on its historical financial information, as at 30 June 2014:

Capitalisation as at 30 June 2014

Share capital	£000
Share premium	3,435
Other distributable reserves	82,992
Total Capitalisation as at 30 June 2014	238,565
	324,992

6.4 Capitalisation does not include retained earnings.

6.5 There has been no material change in the capitalisation of the Group since 30 June 2014.

6.6 Save as described in Note 14 to the Company's audited financial statements for the period ended 31 December 2013 (in relation to the acquisition of Cotton Farm, Earl's Hall Farm and Middlemoor) and in Note 13 to the Company's unaudited interim financial statements for the six months ended 30 June 2014 (in relation to the acquisition of Kildrummy and Maerdy) as incorporated by reference in Section B of Part VI of this document, as at the date of this Prospectus, the Company:

(a) does not have any secured, unsecured or unguaranteed indebtedness, including indirect and contingent;

(b) has not granted any mortgage or charge over any of its assets; and

6.7 As at the date of this Prospectus, the Company's issued share capital is 343,893,417 Ordinary Shares, which are fully paid.

7 Directors' and Other Interests

7.1 Insofar as is known to the Company, the interests of each Director, including any connected person, the existence of which is known to, or could with reasonable diligence be ascertained by, that Director whether or not held through another party, in the share capital of the Company before and following Admission will be as follows:

Director	Number of Ordinary Shares currently held	Number of Ordinary Shares held following Admission
Tim Ingram*	160,706	188,706
Shonaid Jemmett-Page**	23,060	23,060
William Rickett***	37,500	37,500
Kevin McCullough	10,000	10,000
Dan Badger***	23,080	23,080

The Company has received notification from Tim Ingram that he has entered into trust arrangements with Lloyd's of London in respect of the 100,000 of the Ordinary Shares currently attributable to him to provide security for certain underwriting activities. Tim Ingram has indicated that he and his wife intend to apply for £28,000 of New Shares in aggregate pursuant to the Issue.

** The Company has received notification from Shonaid Jemmett-Page that 11,200 of the Ordinary Shares currently attributable to her are legally and beneficially owned by her spouse.

*** The Company has received notification from William Rickett that 30,000 of the New Shares attributable to him are to be legally and beneficially owned by members of his family.

*** The Company has received notification from Dan Badger that 11,520 of the New Shares attributable to him are to be legally and beneficially owned by his spouse.

7.2 All Ordinary Shares allotted and issued to a Director under the Issue will be beneficially held by such Director unless otherwise stated.

7.3 The Company has not set aside or accrued amounts to provide pension, retirement or similar benefits for the Board. The Company has no employees.

7.4 No loan has been granted to, nor any guarantee provided for the benefit of, any Director by the Company.

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7.5 Save as follows, there are currently no potential conflicts of interest between any of the Directors' duties to the Company and their private interests and/or other duties. If a Director has a potential conflict of interest between his duties to the Company and his private interests or other obligations owed to third parties on any matter, the relevant Director will disclose his conflict of interest to the rest of the Board, not participate in any discussion by the Board in relation to such matter and not vote on any resolution in respect of such matter. The following matters have been disclosed to the Board:

(a) Under the terms of the BIS Side Letter, the Company agreed that BIS should have the right, exercisable within three months from the date of First Admission, to nominate a person with appropriate operational experience who is independent of UKGIB and BIS for appointment as an additional Director. BIS exercised such right and nominated Dan Badger for appointment to the Board. The appointment of Dan Badger as an additional Director was subject to the approval of the Board; and

(b) On 12 August 2013 Kevin McCullough reminded the Board that, as a former office holder for RWE, he retained the opportunity for a Long Term Incentive Plan scheme benefit and employment pension, from an entity with which the Company had concluded Acquisition Agreements.

7.6 Save as disclosed in this paragraph 7, none of the Directors, has, or has had, any interest in any transaction which is or was unusual in its nature or conditions or significant to the business of the Company and which has been effected by the Company since its incorporation.

7.7 The business address of each of the Directors is 27-28 Eastcastle Street, London W1W 8DH.

7.8 Save as described in paragraph 9 of this Part IX, as at the date of this Prospectus, none of the Directors:

(a) has any convictions in relation to fraudulent offences for at least the previous five years;

7.9 The Company maintains directors' and officers' liability insurance on behalf of the Directors at the expense of the Company. The Company has also indemnified the Directors in accordance with the provisions of the Articles.

8 Directors' letters of appointment

8.1 Each of the Directors receives a fee of £25,000 per annum from the Company in respect of their position as a director of the Company, save for the Chairman who receives a fee of £70,000 per annum and the chairman of the Audit Committee who receives a fee of £30,000 per annum, in each case from the date of their appointment as a director to the Company. No commissions or performance related payments are made to the Directors by the Company. The aggregate remuneration and benefits in kind of the Directors in respect of the Company's accounting period ending on 31 December 2014 which are payable out of the assets of the Company are not expected to exceed £300,000.

8.2 No Director has a service contract with the Company, nor are any such contracts proposed. The Directors were appointed as non-executive directors from incorporation (in the case of Tim Ingram and William Rickett) or by letters of appointment dated 5 December 2012 (in the case of Shonaid Jemmett-Page), 1 July 2013 (in the case of Kevin McCullough) and 1 July 2013 (in the case of Dan Badger). Each Director has a letter of appointment that states that their appointment and any subsequent termination or retirement shall be subject to the

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Articles. The Directors' letters of appointment provide that, upon the termination of a Director's appointment, that Director must resign in writing and all records remain the property of the Company. The Director's appointment can be terminated in accordance with the Articles and without compensation. There is no notice period specified in the Articles for the removal of Directors. The Articles provide that the office of a Director shall be terminated, amongst other things, if they shall have absented themselves from meetings of the Board for a consecutive period of six months and the Board resolves that their office shall be vacated; they become of unsound mind or incapable; or they become insolvent.

9 Other Directorships

In addition to their directorships of the Company, the Directors are or have been members of the administrative, management or supervisory bodies or partners of the following companies or partnerships, at any time in the previous five years:

Tim Ingram

Present directorships and partnerships
- Alok Industries Limited
- Clayesmore School
- English Touring Opera Limited
- Fulham Palace Enterprises Community
- Interest Company
- Fulham Palace Trust
- The Ingram (409) LLP
- Wealth Management Association (formerly Association of Private Client Investment Managers and Stockbrokers)
- QBE Insurance (Europe) Ltd
- QBE Underwriting Ltd

Past directorships and partnerships
- Alliance Trust plc
- ANZ Bank (Europe) Limited
- Collins Stewart Hawkpoint plc
- Caledonia Investments plc
- Eddington Capital Management Limited
- Emitage Limited
- Savills plc
- RSM Tenon Group plc¹⁸
- The Ingram SLP
- The Sage Group plc

Shonaid Jemmett-Page

Present directorships and partnerships
- Amlin plc
- APR Energy plc
- GKN plc
- Origo Partners plc
- Spanyolds Farm Partnership

Past directorships and partnerships
- Havelock Europa plc
- Close Brothers Group plc

William Rickett

Present directorships and partnerships
- Cambridge Economic Policy Associates Ltd
- Eggborough Power Ltd
- Helius Energy plc
- Impax Environmental Markets plc
- Smart DCC Ltd

Past directorships and partnerships
- NAREC Development Services Ltd
- National Renewable Energy Centre Limited
- Oxford Institute for Energy Studies Ltd
- Lachesis Consulting Ltd

¹⁸ Tim Ingram was appointed to the board of RSM Tenon Group plc (RSM Tenon Group) as non-executive chairman, with the consent of Lloyds Bank Group plc (Lloyds), in order to find a solution to its over-indebtedness, including to Lloyds. His position commenced on 31 May 2012 and concluded on 22 August 2013 when three insolvency practitioners from Deloitte LLP were appointed as administrators by the board. RSM Tenon Group is a non-trading holding company and, while it entered into administration, its subsidiaries continued to trade as normal. Immediately on appointment the administrators sold RSM Tenon Group's subsidiaries to Baker Tilly UK Holdings Ltd. There is not expected to be any return of value to shareholders in RSM Tenon Group. Creditors, other than Lloyds who consented to the administration, are not expected to suffer material losses. Lloyds, however, will not recover its secured debt in full.

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Kevin McCullough

Present directorships and partnerships
Plus 4 Consulting Ltd

Past directorships and partnerships
An Suidhe Wind Farm Limited
Association of Electricity Producers
Bears Down Windfarm Ltd
Beaufort Wind Limited
Bilbster Wind Farm Limited
Bryn Titli Windfarm Limited
Burgar Hill Wind Farm Limited
Causeymire Two Wind Farm Limited
Causeymire Wind Farm Limited
Cotteswold House Limited
Farr Windfarm Limited
Ffynnon Oer Windfarm Ltd
Gallow Rig Windfarm Ltd
Great Yarmouth Power Limited
Greater Gabbard Offshore Winds Ltd
Gwynt Y Mor Offshore Wind Farm Limited
Hameldon Hill Wind Farm Limited
Headwind Development Services Limited
High Sharpley Windfarm Limited
Horizon Nuclear Power Limited
Horizon Nuclear Power Limited
Horizon Nuclear Power Limited
Horizon Nuclear Power Limited
Kirkby Moor Windfarm Ltd
Knabs Ridge Wind Farm Ltd
Little Cheyne Court Wind Farm Limited
Lochelbank Wind Farm Limited
Middlemoor Wind Farm Limited
National Wind Power Generation Limited
National Wind Power Generation Limited
North Kintyre Wind Farm Limited
Novar Windfarm Limited
NPower Cogen Limited
NPower Cogen Limited
Nwp Freshco Limited
NWP Offshore Ltd
Ocanti No.1 Limited¹⁹
Ocanti Opco Limited²⁰
Oval (2205) Limited
Polwhat Rig Windfarm Ltd
Rhyl Flats Wind Farm Limited
RWE Innogy (UK) Limited
RWE NPower Holdings plc
RWE NPower plc
RWE NPower Renewables Limited

¹⁹ Kevin McCullough was appointed and remains a director of both Ocanti No.1 Limited (formerly known as UK Coal Mine Holdings Limited) (Ocanti No.1) and Ocanti Opco Limited (formerly known as UK Coal Operations Limited) (Ocanti Opco) in January 2013. A fire broke out on 22 February 2013 in a deep mine owned by Ocanti Opco. The fire’s effect on the finances of Ocanti Opco and the consequential effect on the finances of the other mining division companies in the group more generally led to restructuring in July 2013 which included Ocanti Opco and Ocanti No.1 entering into administration. Ocanti No.1 went into administration by order of the court dated 9 July 2013 and remains in administration. Ocanti Opco went into administration by order of the court dated 9 July 2013 and moved into creditors’ voluntary liquidation on 12 July 2013. In relation to Ocanti No.1, its administrators have published their proposals for achieving the purpose of administration, which state that the estimated recovery for unsecured creditors is circa 10 per cent. and the estimated timeframe for recovery is 18 months. In the proposals it is stated that the administrators do not know of any secured or preferential creditors of Ocanti No.1. In due course, if unsecured creditors only receive a recovery of circa 10 per cent., there will be no return to Ocanti No.1’s shareholders. In relation to Ocanti Opco, as the company only moved into creditors’ voluntary liquidation on 12 July 2013, its liquidators are not yet obliged to publish any reports on the progress of the liquidation which would usually provide estimates on recoveries for creditors

²⁰ See footnote above

Snowgoat Glen Wind Farm Limited
Taff-Ely Wind Farm Project Limited
Taff-Ely Windfarm Limited
The Hollies Wind Farm Limited
Triton Knoll Offshore Wind Farm Limited
UK Coal Mining Holdings Limited
UK Coal Production Limited
Windy Standard Ltd
Zephyr Investments Limited

Dan Badger
Present directorships and partnerships
Hideal Partners

Past directorships and partnerships
Babcock & Brown Arkadia Windpower GmbH
Windenergy Investments Hellas Ependyseis
Aiolikon Parkon Anonymi Etaireia / W.I.H Ae²¹

10 Major Interests

10.1 The nature of the Issue is such that, as at 24 September 2014 (being the latest practicable date prior to the publication of this Prospectus), other than as is set out below, the Company is not aware of any person who, immediately following Admission, would be directly or indirectly interested in three per cent. or more of the Company's issued share capital.

Shareholder	Ordinary Shares currently held	Ordinary Shares currently held (%)
BIS	50,000,000	14.54
Sarasin & Partners LLP	25,469,032	7.41
Investec Wealth & Investment Limited	20,332,149	5.91
Baillie Gifford & Co Limited	18,383,421	5.35
Aberdeen Asset Management Limited	14,723,392	4.28
AXA Investment Managers Limited	10,600,000	3.08

10.2 All Shareholders have the same voting rights in respect of the share capital of the Company.

10.3 Save as set out in paragraph 10.1 of this Part IX, as at 24 September 2014 (being the latest practicable date prior to the publication of this Prospectus), the Company is not aware of any person who, immediately following Admission could, directly or indirectly, jointly or severally, exercise control over the Company.

10.4 The Company knows of no arrangements, the operation of which may result in a change of control of the Company.

11 Articles of Association

11.1 The Articles of Association contain provisions, inter alia, to the following effect:

Objects/Purposes

11.2 The Articles do not provide for any objects of the Company and accordingly the Company's objects are unrestricted.

Voting rights

11.3 Subject to the provisions of the CA 2006, to any special terms as to voting on which any shares may have been issued or may from time to time be held and any suspension or abrogation of voting rights pursuant to the Articles, at a general meeting of the Company every member who is present in person shall, on a show of hands, have one vote, every proxy who has been appointed by a member entitled to vote on the resolution shall, on a

²¹ Dan Badger was formally a director of the Greek company Windenergy Investments Hellas Ependyseis Aiolikon Parkon Anonymi Etaireia / W.I.H Ae. He was a director when RF Energy S.A. brought a litigation claim demanding compensation for services allegedly rendered and was a director during the period the services in question were allegedly rendered. The approximate value of the claim is EUR 350,000.

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show of hands, have one vote and every member present in person or by proxy shall, on a poll, have one vote for each share of which he is a holder. In the case of joint holders, 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 joint holders.

11.4 Unless the Board otherwise determines, no member is entitled to vote at a general meeting or at a separate meeting of the shareholders of any class of shares, either in person or by proxy, or to exercise any other right or privilege as a member in respect of any share held by him, unless all calls presently payable by him in respect of that share, whether alone or jointly with any other person, together with interest and expenses (if any) payable by such member to the Company have been paid or if he, or any other person whom the Company reasonably believes to be interested in such shares, has been issued with a notice pursuant to the CA 2006 requiring such person to provide information about his interests in the Company's shares and has failed in relation to any such shares to give the Company the required information within 14 days.

Dividends

11.5 Subject to the provisions of the CA 2006 and of the Articles, the Company may by ordinary resolution declare dividends to be paid to members according to their respective rights and interests in the profits of the Company. However, no dividend shall exceed the amount recommended by the Board.

11.6 Subject to the provisions of the CA 2006, the Board may declare and pay such interim dividends (including any dividend payable at a fixed rate) as appears to the Board to be justified by the profits of the Company available for distribution. If at any time the share capital of the Company is divided into different classes, the Board may pay such interim dividends on shares which rank after shares conferring preferential rights with regard to dividends as well as on shares conferring preferential rights, unless at the time of payment any preferential dividend is in arrears. Provided that the Board acts in good faith, it shall not incur any liability to the holders of shares conferring preferential rights for any loss that they may suffer by the lawful payment of any interim dividend on any shares ranking after those preferential rights.

11.7 Except as otherwise provided by the rights attached to shares, all dividends shall be declared and paid according to the amounts paid up (otherwise than in advance of calls) on the shares on which the dividend is paid. Subject as aforesaid, all dividends should be apportioned and paid proportionately to the amounts paid up on the shares during any portion or portions of the period in respect of which the dividend is paid, but if any share is issued on terms providing that it shall rank for dividend as from a particular date, it shall rank for dividend accordingly.

11.8 All dividends, interest or other sums payable and unclaimed for a period of 12 months after having become payable may be invested or otherwise used by the Board for the benefit of the Company until claimed and the Company shall not be constituted a trustee in respect thereof. All dividends unclaimed for a period of 12 years after having become payable shall (if the Board so resolves) be forfeited and shall cease to remain owing by, and shall become the property of, the Company.

11.9 The Board may, with the authority of an ordinary resolution of the Company, direct that payment of any dividend declared may be satisfied wholly or partly by the distribution of assets, and in particular of paid up shares or debentures of any other company, or in any one or more of such ways.

11.10 The Board may also, with the prior authority of an ordinary resolution of the Company and subject to such terms and conditions as the Board may determine, offer to holders of Ordinary Shares (excluding any member holding Ordinary Shares as treasury shares) the right to elect to receive Ordinary Shares, credited as fully paid, instead of the whole (or some part, to be determined by the Board) of any dividend specified by the ordinary resolution.

11.11 Unless the Board otherwise determines, the payment of any dividend or other money that would otherwise be payable in respect of shares will be withheld if such shares represent at least 0.25 per cent. in nominal value of their class and the holder, or any other person whom the Company reasonably believes to be interested in those shares, has been duly

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served with a notice pursuant to the CA 2006 requiring such person to provide information about his interests in the Company's shares and has failed to supply the required information within 14 days. Furthermore such a holder shall not be entitled to elect to receive shares instead of a dividend.

Transfer of shares

11.12 Subject to any applicable restrictions in the Articles, each member may transfer all or any of his shares which are in certificated form by instrument of transfer in writing in any usual form or in any form approved by the Board. Such instrument must be executed by or on behalf of the transferor and (in the case of a transfer of a share which is not fully paid up) by or on behalf of the transferee. The transferor is deemed to remain the holder of the share until the transferee's name is entered in the register of members.

11.13 The Board may, in its absolute discretion, refuse to register any transfer of a share or renunciation of a renounceable letter of allotment unless:

(a) it is in respect of a share which is fully paid up;
(b) it is in respect of only one class of shares;
(c) it is in favour of a single transferee or not more than four joint transferees;
(d) it is duly stamped (if so required); and
(e) it is delivered for registration to the registered office for the time being of the Company or such other place as the Board may from time to time determine,

accompanied (except in the case of (i) a transfer by a recognised person where a certificate has not been issued (ii) a transfer of an uncertificated share or (iii) a renunciation) by the certificate for the share to which it relates and such other evidence as the Board may reasonably require to prove the title of the transferor or person renouncing and the due execution of the transfer or renunciation by him or, if the transfer or renunciation is executed by some other person on his behalf, the authority of that person to do so, provided that the Board shall not refuse to register a transfer or renunciation of a partly paid share on the grounds that it is partly paid in circumstances where such refusal would prevent dealings in such share from taking place on an open and proper basis on the market on which such share is admitted to trading. The Board may refuse to register a transfer of an uncertificated share in such other circumstances as may be permitted or required by the regulations and the relevant electronic system.

11.14 Unless the Board otherwise determines, a transfer of shares will not be registered if the transferor or any other person whom the Company reasonably believes to be interested in the transferor's shares has been duly served with a notice pursuant to the CA 2006 requiring such person to provide information about his interests in the Company's shares, has failed to supply the required information within 14 days and the shares in respect of which such notice has been served represent at least 0.25 per cent. in nominal value of their class, unless the member is not himself in default as regards supplying the information required and proves to the satisfaction of the Board that no person in default as regards supplying such information is interested in any of the shares the subject of the transfer, or unless such transfer is by way of acceptance of a takeover offer, in consequence of a sale on a recognised stock exchange or is in consequence of a bona fide sale to an unconnected party.

11.15 If the Board refuses to register a transfer of a share, it shall send the transferee notice of its refusal, together with its reasons for refusal, as soon as practicable and in any event within two months after the date on which the transfer was lodged with the Company.

11.16 No fee shall be charged for the registration of any instrument of transfer or any other document relating to or affecting the title to any share.

Variation of rights

11.17 Subject to the provisions of the CA 2006, if at any time the share capital of the Company is divided into shares of different classes, any of the rights for the time being attached to any shares may be varied or abrogated in such manner (if any) as may be provided in the Articles by such rights or, in the absence of any such provision, either with the consent in writing of the holders of not less than three-quarters in nominal value of the issued shares of the relevant class (excluding any shares of that class held as treasury shares) or with the

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sanction of a special resolution passed at a separate general meeting of the holders of the class.

11.18 The quorum at any such meeting shall be not less than two persons present (in person or by proxy) holding at least one-third of the nominal amount paid up on the issued shares of the relevant class (excluding any shares of that class held as treasury shares) and at an adjourned meeting not less than one person holding shares of the relevant class or his proxy.

11.19 Subject to the terms of issue of or rights attached to any shares, the rights for the time being attached to any shares shall be deemed not to be varied or abrogated by the creation or issue of any new shares ranking pari passu in all respects (save as to the date from which such new shares shall rank for dividend) with or subsequent to those already issued or by the reduction of the capital paid up on such shares or by the purchase or redemption by the Company of its own shares or the sale of any shares held as treasury shares in accordance with the provisions of the CA 2006 and the Articles.

General meetings

11.20 The Board may convene a general meeting (which is not an annual general meeting) whenever it thinks fit.

11.21 A general meeting shall be convened by such notice as may be required by law from time to time.

11.22 The notice shall specify whether the meeting is convened as an annual general meeting or any other general meeting, the day, time and place of the meeting and the general nature of the business to be transacted at the meeting. In the case of a meeting convened to pass a special resolution, the notice shall specify the intention to propose the resolution as a special resolution. The notice shall specify that a member entitled to attend and vote is entitled to appoint one or more proxies to attend and to speak and vote instead of the member and that a proxy need not also be a member. The notice must be given to the members (other than any who, under the provisions of the Articles or of any restrictions imposed on any shares, are not entitled to receive notice from the Company), to the Board and the Auditors. The accidental omission to give notice to, or the non-receipt of notice by, any person entitled to receive the same, shall not invalidate the proceedings at the meeting.

11.23 The right of a member to participate in the business of any general meeting shall include without limitation the right to speak, vote, be represented by a proxy or proxies and have access to all documents which are required by the CA 2006 or the Articles to be made available at the meeting.

11.24 A Director shall, notwithstanding that he is not a member, be entitled to attend and speak at any general meeting. The chairman of any general meeting may also invite any person to attend and speak at that meeting if he considers that this will assist in the deliberations of the meeting.

11.25 No business shall be transacted at any general meeting unless a quorum is present. Subject to the Articles, two persons (either members, duly authorised representatives or proxies) entitled to vote upon the business to be transacted at the meeting shall be a quorum. The chairman of the meeting may, with the consent of the meeting at which a quorum is present, and shall, if so directed by the meeting, adjourn the meeting from time to time (or indefinitely) and from place to place as the meeting shall determine. Where a meeting is adjourned indefinitely, the Board shall fix a time and place for the adjourned meeting. Whenever a meeting is adjourned for 30 days or more or indefinitely, seven clear days' notice at the least, specifying the place, the day and time of the adjourned meeting and the general nature of the business to be transacted, must be given in the same manner as in the case of the original meeting.

11.26 A resolution put to a vote of the meeting shall be decided on a show of hands unless a poll is duly demanded. Subject to the provisions of the CA 2006, a poll may be demanded by the chairman, at least five members having the right to vote on the resolution, a member or members representing not less than ten per cent. of the total voting rights of all the Members having the right to vote on the resolution or member or members holding shares conferring the right to vote on the resolution, being shares on which an aggregate sum has

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been paid up equal to not less than ten per cent. of the total sum paid up on all the shares conferring that right.

11.27 The Board may, for the purpose of controlling the level of attendance and ensuring the safety of those attending at any place specified for the holding of a general meeting, from time to time make such arrangements as the Board shall in its absolute discretion consider to be appropriate and may from time to time vary any such arrangements or make new arrangements in place thereof. The entitlement of any member or proxy to attend a general meeting at such place shall be subject to any such arrangements as may be for the time being approved by the Board. In the case of any meeting to which such arrangements apply the Board may, when specifying the place of the meeting:

(a) direct that the meeting shall be held at a place specified in the notice at which the chairman of the meeting shall preside (being the principal place); and

(b) make arrangements for simultaneous attendance and participation at satellite meeting places or by way of any other electronic means by members otherwise entitled to attend the general meeting or who wish to attend at satellite meeting places or other places at which persons are participating by electronic means, provided that persons attending at the principal place and at satellite meeting places or other places at which persons are participating by electronic means shall be able to see, hear and be seen and heard by, persons attending at the principal place and at such other places, by any means.

11.28 Such arrangements for simultaneous attendance at such other places may include arrangements for controlling the level of attendance in any manner aforesaid at any of such other places, provided that they shall operate so that any excluded members are able to attend at one of the satellite meeting places or other places at which persons are participating by electronic means. Any such meeting shall be treated as taking place at and being held at the principal place.

11.29 The Board may direct that any person wishing to attend any meeting should provide such evidence of identity and submit to such searches or other security arrangements or restrictions as the Board shall consider appropriate in the circumstances and shall be entitled in its absolute discretion to refuse entry to any meeting to any person who fails to provide such evidence of identity or to submit to such searches or to otherwise comply with such security arrangements or restrictions.

Borrowing powers

11.30 The Board may exercise all the powers of the Company to borrow money and to mortgage or charge all or any part of its undertaking, property and assets (present and future) and uncalled capital and, subject to the provisions of the CA 2006, to create and issue debentures and other loan stock and other securities, whether outright or as collateral security for any debt, liability or obligation of the Company or of any third party.

Issue of shares

11.31 Subject to the provisions of the CA 2006 and to any rights for the time being attached to any shares, any shares may be allotted or issued with or have attached to them such preferred, deferred or other rights or restrictions, whether in regard to dividend, voting, transfer, return of capital or otherwise, as the Company may from time to time by ordinary resolution determine or, if no such resolution has been passed or so far as the resolution does not make specific provision, as the Board may determine, and any share may be issued which is, or at the option of the Company or the holder of such share is liable to be, redeemed in accordance with the Articles or as the Board may determine.

11.32 Subject to the provisions of the CA 2006 and to any relevant authority of the Company required by the CA 2006, any new shares shall be at the disposal of the Board.

Directors' fees

11.33 The Directors (other than alternate Directors) shall be entitled to receive by way of fees for their services as Directors such sum as the Board may from time to time determine (not exceeding in aggregate £300,000 per annum or such other sum as the Company in general meeting shall from time to time determine). Any such fees payable shall be distinct from any

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salary, remuneration or other amounts payable to a Director pursuant to any other provision of the Articles or otherwise and shall accrue from day to day.

11.34 The Directors are entitled to be repaid all reasonable travelling, hotel and other expenses properly incurred by them in or about the performance of their duties as Directors.

Pensions and gratuities for Directors

11.35 The Board may exercise all the powers of the Company to provide pensions, other retirement or superannuation benefits, death or disability benefits or other allowances or gratuities for persons who are or were directors of the Company or any company in its group and their relatives or dependants.

Directors' interests

11.36 The Board may authorise any matter proposed to it in accordance with the Articles which would otherwise involve a breach by a Director of his duty to avoid conflicts of interest under the CA 2006, including any matter which relates to a situation in which a Director has or can have an interest which conflicts, or possibly may conflict, with the interest of the Company or the exploitation of any property, information or opportunity, whether or not the Company could take advantage of it (excluding any situation which cannot reasonably be regarded as likely to give rise to a conflict of interest). This does not apply to a conflict of interest arising in relation to a transaction or arrangement with the Company. Any authorisation will only be effective if any quorum requirement at any meeting at which the matter was considered is met without counting the Director in question or any other interested Director and the matter was agreed to without their voting or would have been agreed to if their votes had not been counted. The Board may impose limits or conditions on any such authorisation or may vary or terminate it at any time.

11.37 Subject to having, where required, obtained authorisation of the conflict from the Board, a Director shall be under no duty to the Company with respect to any information which he obtains or has obtained otherwise than as a Director of the Company and in respect of which he has a duty of confidentiality to another person and will not be in breach of the general duties he owes to the Company under the CA 2006 because he fails to disclose any such information to the Board or to use or apply any such information in performing his duties as a Director, or because he absents himself from meetings of the Board at which any matter relating to a conflict of interest, or possible conflict, of interest is discussed and/or makes arrangements not to receive documents or information relating to any matter which gives rise to a conflict of interest or possible conflict of interest and/or makes arrangements for such documents and information to be received and read by a professional adviser.

11.38 Provided that his interest is disclosed at a meeting of the Board, or in the case of a transaction or arrangement with the Company, in the manner set out in the CA 2006, a Director, notwithstanding his office:

(a) may be a party to or otherwise be interested in any transaction, arrangement or proposal with the Company or in which the Company is otherwise interested;

(b) may hold any other office or place of profit at the Company (except that of auditor of the Company or any of its subsidiaries) and may act by himself or through his firm in a professional capacity for the Company, and in any such case on such terms as to remuneration and otherwise as the Board may arrange;

(c) may be a director or other officer of, or employed by, or a party to any transaction or arrangement with, or otherwise interested in, any company promoted by the Company or in which the Company is otherwise interested or as regards which the Company has powers of appointment; and

(d) shall not be liable to account to the Company for any profit, remuneration or other benefit realised by any office or employment or from any transaction, arrangement or proposal or from any interest in any body corporate. No such transaction, arrangement or proposal shall be liable to be avoided on the grounds of any such interest or benefit nor shall the receipt of any such profit, remuneration or any other benefit constitute a breach of his duty not to accept benefits from third parties.

11.39 A Director need not declare an interest in the case of a transaction or arrangement with the Company if the other Directors are already aware, or ought reasonably to be aware, of the

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interest or it concerns the terms of his service contract that have been or are to be considered at a meeting of the Board or if the interest consists of him being a director, officer or employee of a company in which the Company is interested.

11.40 The Board may cause the voting rights conferred by the shares in any other company held or owned by the Company or any power of appointment to be exercised in such manner in all respects as it thinks fit and a Director may vote on and be counted in the quorum in relation to any of these matters.

Restrictions on Directors' voting

11.41 A Director shall not vote on, or be counted in the quorum in relation to, any resolution of the Board concerning any transaction or arrangement which is to his knowledge a material interest and, if he purports to do so, his vote will not be counted, but this prohibition shall not apply in respect of any resolution concerning any one or more of the following matters:

(a) any transaction or arrangement in which he is interested by means of an interest in shares, debentures or other securities or otherwise in or through the Company;

(b) the giving of any guarantee, security or indemnity in respect of money lent to, or obligations incurred by him or any other person at the request of or for the benefit of, the Company or any of its subsidiary undertakings;

(c) the giving of any guarantee, security or indemnity in respect of a debt or obligation of the Company or any of its subsidiary undertakings for which he himself has assumed responsibility in whole or in part under a guarantee or indemnity or by the giving of security;

(d) the giving of any other indemnity where all other Directors are also being offered indemnities on substantially the same terms;

(e) any proposal concerning an offer of shares or debentures or other securities of or by the Company or any of its subsidiary undertakings in which offer he is or may be entitled to participate as a holder of securities or in the underwriting or sub-underwriting of which he is to participate;

(f) any proposal concerning any other body corporate in which he does not to his knowledge have an interest (as the term is used in Part 22 CA 2006) in one per cent. or more of the issued equity share capital of any class of such body corporate nor to his knowledge hold one per cent. or more of the voting rights which he holds as shareholder or through his direct or indirect holding of financial instruments (within the meaning of the Disclosure and Transparency Rules) in such body corporate;

(g) any proposal relating to an arrangement for the benefit of the employees of the Company or any of its subsidiary undertakings which does not award him any privilege or benefit not generally awarded to the employees to whom such arrangement relates;

(h) any proposal concerning insurance which the Company proposes to maintain or purchase for the benefit of Directors or for the benefit of persons who include Directors;

(i) any proposal concerning the funding of expenditure by one or more Directors on defending proceedings against him or them, or doing anything to enable such Director or Directors to avoid incurring such expenditure; or

(j) any transaction or arrangement in respect of which his interest, or the interest of Directors generally has been authorised by ordinary resolution.

11.42 A Director shall not vote or be counted in the quorum on any resolution of the Board concerning his own appointment (including fixing or varying the terms of his appointment or its termination) as the holder of any office or place of profit with the Company or any company in which the Company is interested.

Number of Directors

11.43 Unless and until otherwise determined by an ordinary resolution of the Company, the number of Directors shall be not less than two.

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Directors' appointment and retirement

11.44 Directors may be appointed by the Company by ordinary resolution or by the Board. If appointed by the Board, a Director shall hold office only until the next annual general meeting and shall not be taken into account in determining the number of Directors who are to retire by rotation.

11.45 At each annual general meeting of the Company, any Director appointed by the Board since the last annual general meeting shall retire. In addition one-third of the remaining Directors or, if their number is not three or a multiple of three, the number nearest to but not exceeding one-third, shall retire from office by rotation. If there are fewer than three such Directors, one Director shall retire from office.

11.46 At each annual general meeting, any Director who was last elected or last re-elected at or before the annual general meeting held in the third calendar year before the current year shall retire by rotation. If the number of Directors so retiring is less than the minimum number of Directors who are required to retire by rotation, additional Directors up to that number shall retire (namely, those Directors who are subject to rotation but who wish to retire and not offer themselves for re-election) and those Directors who have been Directors longest since their appointment or last re-appointment (and, as between those who have been in office an equal length of time, those to retire shall, unless they otherwise agree, be determined by lot).

11.47 Any Director who would not otherwise be required to retire shall also retire if he has been with the Company for a continuous period of nine years or more at the date of the meeting and shall not be taken into account when deciding which and how many Directors should retire by rotation at the annual general meeting.

Notice requiring disclosure of interest in Ordinary Shares

11.48 The Company may, by notice in writing, require a person whom the Company knows to be, or has reasonable cause to believe is, interested in any Ordinary Shares or at any time during the three years immediately preceding the date on which the notice is issued to have been interested in any Ordinary Shares, to confirm that fact or (as the case may be) to indicate whether or not this is the case and to give such further information as may be required by the Board. Such information may include, without limitation, particulars of the person's identity, particulars of the person's own past or present interest in any shares and to disclose the identity of any other person who has a present interest in the shares held by him, where the interest is a present interest and any other interest, in any shares, which subsisted during that three year period at any time when his own interest subsisted to give (so far as is within his knowledge) such particulars with respect to that other interest as may be required and where a person's interest is a past interest to give (so far as is within his knowledge) like particulars for the person who held that interest immediately upon his ceasing to hold it.

11.49 If any Shareholder is in default in supplying to the Company the information required by the Company within the prescribed period (which is 14 days after service of the notice), or such other reasonable period as the Board may determine, the Board in its absolute discretion may serve a direction notice on the Shareholder or (subject to the rules of CREST, the Listing Rules and the requirements of the UK Listing Authority and the London Stock Exchange) take such action to compulsorily transfer shares. The direction notice may direct that in respect of the shares in respect of which the default has occurred (the default shares) the shareholder shall not be entitled to vote in general meetings or class meetings. Where the default shares represent at least 0.25 per cent. in nominal value of the class of shares concerned, the direction notice may additionally direct that dividends on such shares will be retained by the Company (without interest) and that no transfer of the default shares (other than a transfer authorised under the Articles) shall be registered until the default is rectified.

Untraced shareholders

11.50 Subject to the Articles, the Company may sell any shares registered in the name of a member remaining untraced for 12 years who fails to communicate with the Company following advertisement of an intention to make such a disposal. Until the Company can account to the member, the net proceeds of sale will be available for use in the business of

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the Company or for investment, in either case at the discretion of the Board. The proceeds will not carry interest.

Non-United Kingdom shareholders

11.51 There are no limitations in the Articles on the rights of non-United Kingdom shareholders to hold, or to exercise voting rights attached to, the Ordinary Shares. However, non-United Kingdom shareholders are not entitled to receive notices of general meetings unless they have given an address in the United Kingdom to which such notices may be sent or, subject to and in accordance with the CA 2006, an address to which notices may be sent in electronic form.

CREST

11.52 CREST is a paperless settlement system enabling securities to be evidenced otherwise than by a certificate and transferred otherwise than by a written instrument. The Articles are consistent with CREST membership and, amongst other things, allow for the holding and transfer of shares in uncertificated form. The Articles contain other provisions in respect of transactions with the shares in the Company in uncertificated form and generally provide for the modifications of certain provisions of the Articles so that they can be applied to transactions with shares in the Company in uncertificated form.

Indemnity of officers

11.53 Subject to the provisions of the CA 2006, but without prejudice to any indemnity to which he might otherwise be entitled, every past or present Director (including an alternate Director) or officer of the Company or a director or officer of an associated company (except the Auditors or the auditors of an associated company) may at the discretion of the Board be indemnified out of the assets of the Company against all costs, charges, losses, damages and liabilities incurred by him for negligence, default, breach of duty, breach of trust or otherwise in relation to the affairs of the Company or of an associated company, or in connection with the activities of the Company, or of an associated company, as a trustee of an occupational pension scheme (as defined in section 235(6) CA 2006). In addition the Directors may purchase and maintain insurance at the expense of the Company for the benefit of any such person indemnifying him against any liability or expenditure incurred by him for acts or omissions as a Director or officer of the Company (or of an associated company).

Lien and forfeiture

11.54 The Company shall have a first and paramount lien on every share which is not fully paid for all amounts payable to the Company (whether presently or not) in respect of that share to the extent and in the circumstances permitted by the CA 2006. The Board may sell any share on which the Company has a lien if a sum in respect of which the lien exists is presently payable and is not paid within 14 clear days after notice has been sent to the holder of the share demanding payment and stating that if the notice is not complied with the share may be sold.

11.55 The Board may from time to time make calls on members in respect of any money unpaid on their shares, subject to the terms of allotment of the shares. Each member shall (subject to receiving at least 14 clear days' notice) pay to the Company the amount called on his shares. If a call or any instalment of a call remains unpaid in whole or in part after it has become due and payable, the Board may give the person from whom it is due not less than 14 clear days' notice requiring payment of the amount unpaid together with any interest which may have accrued and any costs, charges and expenses incurred by the Company by reason of such non-payment. The notice shall name the place where payment is to be made and shall state that if the notice is not to be complied with the shares in respect of which the call was made is liable to be forfeited.

Suspension of determination of Net Asset Value

11.56 The Company may temporarily suspend the determination of the Net Asset Value per Ordinary Share when the prices of any investments owned by the Company cannot be promptly or accurately ascertained.

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Continuation vote

11.57 If, in any financial year, the Ordinary Shares have traded, on average, at a discount in excess of ten per cent. to the Net Asset Value per Share, the Board will propose a special resolution at the Company's next annual general meeting that the Company ceases to continue in its present form.

12 Material Contracts

12.1 The following contracts (not being contracts entered into in the ordinary course of business) have been entered into by the Company or a member of the Group in the two years immediately preceding the date of this Prospectus and are, or may be, material. There are no other contracts entered into by the Company or a member of the Group which include an obligation or entitlement which is material to the Company as at the date of this Prospectus.

LLP Agreement

12.2 An amended and restated LLP agreement, dated 15 February 2013, has been entered into between the Company and the Investment Manager (the LLP Agreement). Under the terms of the LLP Agreement, the business and principal purpose of the LLP is to invest in Holdco which will itself invest directly or indirectly in a portfolio of wind farm projects predominantly over 10MW in size in accordance with the Investment Policy.

12.3 Members' decisions are taken jointly by designated representatives of each member, with the chairman of the Company having a casting vote in the event of deadlock, including any decision in relation to distribution of profits.

12.4 The LLP Agreement includes certain minority protections to ensure that amendments to the agreement and resolutions of the members may not be effective in circumstances which would decrease the amount or ranking of, or timing of distributions of, the priority profit share to which the Investment Manager is entitled.

12.5 The Investment Manager has the right to receive a priority profit share as described in Part VII of this Prospectus. The Investment Manager has no further rights to income or capital from the LLP.

12.6 The Investment Manager is also entitled to an additional payment following a takeover (by means of an offer for the Ordinary Shares becoming unconditional, a scheme of arrangement or a sale of all or substantially all of the Group's assets) as described in Part VI of this Prospectus. In such circumstances, the notice period under the Investment Management Agreement is adjusted, as described in paragraph 12.19 of this Part IX.

Placing Agreement

12.7 The Placing Agreement, dated 26 September 2014, has been entered into between the Company, the Investment Manager and the Managers under which the Managers have agreed, subject to certain conditions that are typical for an agreement of this nature, the last condition being Admission, to use their respective reasonable endeavours to procure places for the New Shares under the Placing at the Issue Price. The Placing will not be underwritten. For their services in connection with the Issue and provided the Placing Agreement becomes wholly unconditional and is not terminated, the Managers will be entitled to commission together with any VAT chargeable thereon as set out below:

(a) a placing fee of 1.2 per cent. of the value of the Applicable Proceeds (the Placing Fee); and
(b) a fee, payable to RBC only, equal to £200,000 (the Sponsor Fee).

Applicable Proceeds means the Gross Issue Proceeds less the value, at the Issue Price of New Shares subscribed by any of the Directors and/or any member or employee of the Investment Manager.

12.8 In addition, the Managers will be entitled to be reimbursed for all their properly incurred charges, fees and expenses in connection with or incidental to the Issue and Admission. Under the Placing Agreement, the Company and the Investment Manager have given certain market standard warranties and indemnities to the Managers concerning, inter alia, the accuracy of the information contained in this Prospectus.

12.9 The Company has undertaken that it will not, during the period beginning at the date of the Placing Agreement and ending on the date 180 days after the date of Admission, without the prior written consent of the Managers, offer, issue, lend, sell or contract to sell, grant options in respect of or otherwise dispose of, directly or indirectly any Ordinary Shares or any securities convertible into, or exchangeable for, or enter into any swap or other agreement or any other transaction with the same economic effect as, or agree to do any of the foregoing (other than the Ordinary Shares issued pursuant to the Issue and any Ordinary Shares or options issued in the ordinary course pursuant to the arrangements disclosed in the Prospectus).

12.10 The Placing Agreement can be terminated at any time on or before Admission by either of the Managers giving notice to the Company and the Investment Manager if: (a) any of the conditions in the Placing Agreement are not satisfied at the required times and continue not to be satisfied at Admission; (b) any statement contained in any document published or issued by the Company in connection with the Placing is or has become untrue, incorrect or misleading; (c) any matter has arisen which would require the publication of a supplementary prospectus; (d) the Company or any Director or the Investment Manager fails to comply with any of its or his material obligations under the Placing Agreement or under the terms of the Placing or the Offer for Subscription; (e) there has been a breach, by the Company, any of the Directors or the Investment Manager of any of the representations, warranties or undertakings contained in the Placing Agreement which is material; (f) there is material adverse change in the Company, the Group or the Investment Manager; or (g) it is reasonably likely that any of the following will occur: (i) any material adverse change in the international financial markets which may affect the Placing or the Offer for Subscription; (ii) trading on the New York Stock Exchange or the LSE has been restricted or materially disrupted in a way which may affect the Placing; (iii) any actual or prospective change or development in applicable UK taxation or the imposition of certain exchange controls which may affect the Placing or the Offer for Subscription; (iv) any of the LSE or FCA applications are withdrawn or refused by such entity; or (v) a banking moratorium has been declared by the United States, the UK, any relevant member state or the New York authorities.

12.11 If any notice is given by one of the Managers to the Company and the Investment Manager, the Managers shall on behalf of the Company withdraw any application made to the LSE or the FCA.

Acquisition Agreements

12.12 The Group entered into the following Acquisition Agreements in respect of the acquisition of the Portfolio:

(a) sale and purchase agreement between, inter alios, Holdco and SSE dated 5 February 2013 in respect of the sale of interests in Bin Mountain SPV, Braes of Doune Holdco, Carcant SPV and Tappanghan SPV (the SSE SPA);

(b) sale and purchase agreement between, inter alios, Holdco and RWE dated 5 February 2013 in respect of the sale of an interest in Little Cheyne Court SPV (the Little Cheyne Court SPA);

(c) sale and purchase agreement between, inter alios, Holdco and RWE dated 5 February 2013 in respect of the sale of an interest in Rhyl Flats SPV (the Rhyl Flats SPA);

(d) sale and purchase agreement between, inter alios, Holdco and Renerco GEM 2 GmbH and BayWa RE Renewable Energy GmbH dated 27 September 2013 in respect of the sale of interests in Cotton Farm SPV and Earl's Hall Farm SPV (the BayWa 1 SPA);

(e) sale and purchase agreement between, inter alios, Holdco and RWE dated 8 November 2013 in respect of the sale of an interest in ML Holdco Limited (the Middlemoor Lindhurst SPA);

(f) sale and purchase agreement between, inter alios, Holdco and Renerco GEM 1 GmbH and BayWa RE Renewable Energy GmbH dated 25 June 2014 in respect of the sale of an interest in Kildrummy Wind Farm Limited (the BayWa 2 SPA);

(g) sale and purchase agreement between, inter alios, Holdco and Velocita dated 25 June 2014 in respect of the sale of an interest in Maerdy Windfarm Limited (the Velocita SPA); and

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(h) sale and purchase agreement between, inter alios, SYND Holdco Limited and AES dated 20 August 2014 in respect of the sale of an interest in Drone Hill SPV, North Rhins SPV, Sixpenny Wood SPV and Yelvertoft SPV (the AES SPA).

12.13 The Vendors have given various warranties and undertakings in respect of, inter alia, the business, assets and accounts of the SPVs as at the date of the Acquisition Agreements. The Vendors have also given tax indemnities (in most instances capped) in respect of certain tax liabilities that arose prior to completion of the relevant acquisition. The liability of the Vendors under Acquisition Agreements are limited as to quantum and time. The obligations of the SSE selling entity under the SSE SPA have been guaranteed by another group member of SSE. The obligations of the BayWa selling entity under the BayWa 1 SPA and the BayWa 2 SPA are guaranteed by another group member of BayWa. The obligations of Holdco under the Acquisition Agreements have been guaranteed by the Company. In respect of the AES SPA, the obligations of the selling entity have been guaranteed by The AES Corporation and the obligations of SYND Holdco Limited have been guaranteed by the Company and Swiss Life Funds (Lux) Global Infrastructure Opportunities S.C.A., SICAV-SIF (each guarantor has only guaranteed the proportion referable to their respective group's holding in SYND Holdco Limited.

12.14 Five of the wind farms in the Portfolio (Cotton Farm Wind Farm, Earl's Hall Farm Wind Farm, Kildrummy Wind Farm, Maerdy Wind Farm and Middlemoor Wind Farm) have only recently entered into operation. As a result, only limited operational data is available. Operational data provides important input to the forecast net load factor. The Company has thus agreed with the Vendors of these wind farms that a "Wind Energy True-up" will apply once two years' operational data has become available (the net load factor will be reforecast based on all available data and the purchase price will be adjusted, subject to de minimis thresholds and caps). The effect of this "Wind Energy True-up" is that the purchase prices for these wind farms will be adjusted so that the purchase prices are based on a two year operational track record.

Shareholders' Agreements

12.15 The Group has entered into Shareholders' Agreements in respect of certain of the assets that comprise the Portfolio. Further details of each of the Shareholders' Agreements are set out below.

(a) Braes of Doune shareholders' agreement (Braes of Doune SHA)

The Braes of Doune SHA, dated 28 August 2013, was entered into between HGPE Braes of Doune Holdco Limited, Braes of Doune Holdco and Braes of Doune SPV under which HGPE Braes of Doune Holdco Limited and Braes of Doune Holdco have agreed to regulate Braes of Doune SPV and the relationship between themselves as shareholders in Braes of Doune SPV.

Braes of Doune Holdco has been wound up; consequently Holdco now owns 50 per cent. of the ordinary shares in Braes of Doune SPV directly.

Directors, quorum and reserved matters

Each shareholder is entitled to appoint two directors to the board of Braes of Doune SPV.

In each case Braes of Doune SPV and the shareholders in Braes of Doune SPV are under an obligation to exercise all voting rights and powers of control available to them to procure that none of the reserved matters are undertaken by Braes of Doune SPV (or any subsidiary) without the prior written consent of the holders of at least 80 per cent. of the total number of shares. The reserved matters include incurring any indebtedness, granting of security, related party transactions and other standard provisions.

Transfer provisions

If a shareholder wishes to transfer all or part of its stake to a third party, it must first notify the other shareholder who has a right to purchase such shares on like terms.

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Distribution policy

The Braes of Doune SHA states that Braes of Doune SPV's dividend and distribution policy shall be to distribute all of its free cash flows to the shareholders in proportion to their shareholdings.

Business Plan

The shareholders have agreed a long term business planning schedule that details the strategy which they will use to manage the operation and maintenance of the Braes of Doune Wind Farm. Any shareholder can propose a change to an existing business plan, but any changes vetoed by the other shareholder will not be adopted and the existing business plan will continue to apply in relation to the relevant matter.

(b) Little Cheyne Court shareholders' agreement (Little Cheyne Court SHA)

The Little Cheyne Court SHA, dated 5 February 2013, was entered into between RWE, Holdco and Little Cheyne Court SPV under which RWE and Holdco have agreed to regulate the affairs of Little Cheyne Court SPV and the relationship between themselves as shareholders in Little Cheyne Court SPV.

Directors, quorum and reserved matters

Each shareholder is entitled to appoint directors to the board of Little Cheyne Court SPV. RWE has the right to appoint a majority and Holdco also has the right to appoint an observer.

Little Cheyne Court SPV and its shareholders are under an obligation to exercise all voting rights and powers of control available to them to procure that none of the reserved matters are undertaken by Little Cheyne Court SPV (or any subsidiary) without the prior written consent of the holders of at least 90 per cent. of the total number of shares. The reserved matters include incurring any indebtedness, granting of security, related party transactions and other standard provisions.

Transfer provisions

If a shareholder wishes to transfer all or part of its stake to a third party, it must first notify the other shareholder(s) who have a right of first offer in relation to such shares.

Distribution policy

Little Cheyne Court SPV's dividend and distribution policy shall be to distribute all of its free cash flows to the shareholders in proportion to their shareholdings.

Business Plan

The shareholders have agreed a long term business planning schedule that details the strategy which they will use to manage the operation and maintenance of the wind farm owned by Little Cheyne Court SPV. Any shareholder can propose a change to an existing business plan, but any changes vetoed by a director of Little Cheyne Court SPV will not be adopted and the existing business plan will continue to apply in relation to the relevant matter.

The Middlemoor Lindhurst LLPA, dated 8 November 2013, was entered into between RWE, ML Holdco Limited and Middlemoor Lindhurst SPV under which RWE and ML Holdco Limited have agreed to regulate the affairs of Middlemoor Lindhurst SPV and the relationship between themselves as partners in Middlemoor Lindhurst SPV.

Directors, quorum and reserved matters

The partners are entitled to appoint board members to the board of Middlemoor Lindhurst SPV. RWE has the right to appoint a majority and ML Holdco Limited also has the right to appoint an observer.

Middlemoor Lindhurst SPV and the partners in Middlemoor Lindhurst SPV are under an obligation to exercise all voting rights and powers of control available to them to procure that none of the reserved matters are undertaken by Middlemoor Lindhurst SPV (or any subsidiary) without the prior written consent of the holders of at least 90 per cent. of the voting interests in Middlemoor Lindhurst SPV. The reserved matters

include incurring any indebtedness, granting of security, related party transactions and other standard provisions.

Transfer provisions

If a partner wishes to transfer all or part of its stake to a third party, it must first notify the other partner(s) who have a right of first offer in relation to such interest.

Distribution policy

Middlemoor Lindhurst SPV's distribution policy shall be to distribute all of its free cash flows to the partners in proportion to their voting interests.

Business Plan

The partners have agreed a long term business planning schedule that details the strategy which they will use to manage the operation and maintenance of the wind farm(s) owned by Middlemoor Lindhurst SPV. Any partner can propose a change to an existing business plan, but any changes vetoed by a board member of Middlemoor Lindhurst SPV will not be adopted and the existing business plan will continue to apply in relation to the relevant matter.

(d) Rhyl Flats shareholders' agreement (Rhyl Flats SHA)

The Rhyl Flats SHA, dated 5 February 2013, was entered into between RWE, UKGIB, Holdco and Rhyl Flats SPV under which RWE, UKGIB and Holdco have agreed to regulate the affairs of Rhyl Flats SPV and the relationship between themselves as shareholders in Rhyl Flats SPV.

Directors, quorum and reserved matters

The shareholders are entitled to appoint the following number of directors to the board of Rhyl Flats SPV:

RWE – three directors;
UKGIB – one director; and
Holdco – one director.

In addition, Holdco and UKGIB have the right to jointly appoint an observer.

Rhyl Flats SPV and the shareholders in Rhyl Flats SPV are under an obligation to exercise all voting rights and powers of control available to them to procure that none of the reserved matters are undertaken by Rhyl Flats SPV (or any subsidiary) without the prior written consent of the holders of at least 90 per cent. of the total number of shares. The reserved matters include incurring any indebtedness, granting of security, related party transactions and other standard provisions.

Transfer provisions

Subject to certain limited exceptions, the Rhyl Flats SHA contains a prohibition on RWE from reducing its stake below 25 per cent. in the five years following completion (being until 5 February 2018).

If a shareholder wishes to transfer all or part of its stake to a third party, it must first notify the other shareholders who have a right of first offer in relation to such shares.

On a sale of shares by RWE which reduces its stake below 25 per cent., the Rhyl Flats SHA contains drag rights for RWE over the shares held by UKGIB (or a wholly owned subsidiary of UKGIB) and tag rights for UKGIB (or a wholly owned subsidiary of UKGIB).

Distribution policy

The Rhyl Flats SHA states that Rhyl Flats SPV's dividend and distribution policy shall be to distribute all of its free cash flows to the shareholders in proportion to their shareholdings.

Business Plan

The shareholders have agreed a long term business planning schedule that details the strategy which they will use to manage the operation and maintenance of the Rhyl Flats Wind Farm. Any shareholder can propose a change to an existing business plan,

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but any changes vetoed by a director of Rhyl Flats SPV will not be adopted and the existing business plan will continue to apply in relation to the relevant matter.

(e) SYND Holdco Limited shareholders' agreement (SYND SHA)

The SYND SHA, dated 20 August 2014, was entered into between Holdco, Swiss Life GIO SYND Limited (Swiss Life) and SYND Holdco Limited under which Holdco and Swiss Life have agreed to regulate SYND Holdco Limited and the relationship between themselves as shareholders in SYND Holdco Limited.

Directors, quorum and reserved matters

The majority shareholder is entitled to appoint three directors to the board of SYND Holdco Limited. Any other shareholder is entitled to appoint one director to the board of SYND Holdco Limited for every 20 per cent. of the share capital beneficially owned by such shareholder.

In each case SYND Holdco Limited and the shareholders in SYND Holdco Limited are under an obligation to exercise all voting rights and powers of control available to them to procure that none of the reserved matters are undertaken by SYND Holdco Limited (or any subsidiary) without the prior written consent of the holders of at least 80 per cent. of the total number of shares. The reserved matters include incurring any indebtedness, granting of security, related party transactions and other standard provisions.

Transfer provisions

If a shareholder wishes to transfer all or part of its stake to a third party, it must first notify the other shareholder who has a right to purchase such shares on like terms. Swiss Life has the benefit of a tag along right in the event that Holdco sells shares in SYND Holdco Limited resulting in it losing control of SYND Holdco Limited. Holdco has the benefit of a drag along right in the event that it sells shares in SYND Holdco Limited resulting in it losing control of SYND Holdco Limited (such right may only be exercised after the date falling 2 years from the date of the SYND SHA).

Distribution policy

The SYND SHA states that SYND Holdco Limited's dividend and distribution policy shall be to distribute all of its free cash flows to the shareholders in proportion to their shareholdings.

Business Plan

The shareholders have agreed a long term business planning schedule that details the strategy which they will use to manage the operation and maintenance of the wind farms owned by each of Drone Hill SPV, North Rhins SPV, Sixpenny Wood SPV and Yelvertoft SPV. Any shareholder can propose a change to an existing business plan, but any changes vetoed by a director of SYND Holdco Limited will not be adopted and the existing business plan will continue to apply in relation to the relevant matter.

Swiss Life Investment Management Agreement

The Investment Manager entered into an investment management agreement with Swiss Life in relation to managing its minority interest in SYND Holdco, and thereby each of Drone Hill SPV, North Rhins SPV, Sixpenny Wood SPV and Yelvertoft SPV, pursuant to which it receives a fee, a proportion of which the Investment Manager pays to the Company.

Investment Management Agreement

12.16 Pursuant to an investment management agreement dated 15 February 2013 between the Company, the LLP, Holdco and the Investment Manager (the Investment Management Agreement), the Investment Manager has been appointed as the Group's alternative investment fund manager and to be responsible for the day-to-day portfolio and risk management of the Company's investment portfolio, in accordance with the Company's investment objective and policy, subject to the overall supervision and discretion as to acquisition execution of the Board.

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12.17 In consideration for its services the Investment Manager will receive a fee and an equity element, as described in Part VI of this Prospectus.

12.18 Other than as expressly set out in the Investment Management Agreement or any other written agreement entered into with the consent of the Board, the Investment Manager may not charge any fees, costs or expenses to any portfolio company and must pay such amounts in full promptly to the Group (unless retention is also permitted under the agreement consented to by the Board). The Investment Manager may appoint a third party independent of the Investment Manager as a director of any portfolio company. Any such external director may retain any directors' fees earned by him from such portfolio company. The Investment Manager may retain for its own use and benefit fees payable to it in respect of services provided to clients other than the Group and to parties who co-invest alongside the Group.

12.19 The Investment Management Agreement and the appointment of the Investment Manager will continue in force unless and until terminated by either the Company or the Investment Manager giving to the other not less than 12 months' written notice, such notice not to expire earlier than the fifth anniversary of First Admission, provided that, following a takeover (by means of an offer for the Ordinary Shares becoming unconditional, a scheme of arrangement or a sale of all or substantially all of the Group's assets), the relevant notice period shall be reduced by 12 months plus (where a longer notice period would still be required) an additional ten months if an additional payment is also made to the Investment Manager in the circumstances described under "Termination payment on a change of control" in Part VI of this Prospectus.

12.20 The Investment Management Agreement may also be terminated on immediate notice as follows: (i) by either party if the other becomes insolvent; (ii) by the Company if the Investment Manager has not been able to engage suitable incoming key persons to replace outgoing key persons (the initial such key persons being Stephen Lilley and Laurence Fumagalli) within six months of the outgoing key person ceasing to devote sufficient business time as determined by the Board acting reasonably to the Group; (iii) by either party if the other is guilty of a material breach of the Investment Management Agreement and, where capable of remedy, is not remedied within 30 days; (iv) by the Company if the Investment Manager ceases to hold the requisite authorisations from the FCA; (v) by the Company if the Investment Manager suffers a change of control to which the Company reasonably objects; (vi) by the Company if the Investment Manager commits an act of fraud, gross negligence, material mismanagement, wilful default, material breach of duty or bad faith or reckless disregard; (vii) by the Company if the Investment Manager pleads guilty to or is convicted of an indictable offence; (viii) by the Company if the Investment Manager has committed a prohibited act or if a key person has committed a prohibited act and such key person is not expelled from the service of the Investment Manager (as more particularly described in the Investment Management Agreement); (ix) by either Party if the other breaches any applicable laws or regulations resulting in the listing of the Ordinary Shares on the Official List to be suspended or a loss of the Company's investment trust status; (x) if a relevant regulatory body requires the termination of the Investment Management Agreement; or (xi) by the Investment Manager if the Board: (A) takes such action or resolves to take such action; or (B) fails to take such action or fails to resolve to take such action, as is recommended in writing by the Investment Manager, and in either case, the result of such action or inaction would, in the opinion of the Investment Manager, acting reasonably, cause the Investment Manager to be in breach of, or become unable otherwise to comply with its obligations under the AIFM Rules, provided always that where practicable and legal, the Investment Manager will consult with the Company before serving such notice and will have due regard for the views of the Company in respect of the matter, including any alternatives to the Investment Manager's recommendations or ways of remedying the breach. In this paragraph 12.20, Party means the Company, the LLP and Holdco on the one hand and the Investment Manager on the other.

12.21 If the Investment Manager serves notice on the Company in accordance with (i), (iii) or (ix) in paragraph 12.20 of this Part IX, the Company shall pay to the Investment Manager an amount in cash equal to 1.1 per cent. per annum on the Net Asset Value most recently announced to the market (as adjusted for any share issuances and share repurchases since such announcement) for the period commencing on the termination date up to and including

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the earliest date on which the notice period would have expired had the Company given the Investment Manager the fullest period of notice to terminate its appointment in accordance with the Investment Management Agreement, with such notice being deemed served on the earliest date practicable following the Investment Manager being made aware of the events leading to the termination.

12.22 In the event that there is any finding that TUPE have taken effect upon the termination of the Investment Management Agreement or reduction in the scope of the services provided, the Investment Manager or relevant associate shall indemnify and hold harmless the relevant member of the Group or subsidiary undertaking of any such person from associated costs of the transfer of any relevant employees. In such circumstances (except where any such individual is connected to the circumstances surrounding the termination of the Investment Management Agreement), the Company agrees to use its reasonable endeavours to procure that any replacement investment manager employ the individuals in question.

12.23 The Investment Management Agreement contains provisions for conflicts to be managed (a) in compliance with the FCA Rules; and (b) in accordance with the Investment Manager's policies on: (i) the management of conflicts of interest; and (ii) the allocation of investment opportunities as more particularly described in Part V of this Prospectus.

12.24 The Investment Management Agreement provides for the indemnification by the Company of the Investment Manager in circumstances where the Investment Manager suffers loss in connection with the provision of services under the Investment Management Agreement. The Investment Manager will not be responsible for loss to the Group except to the extent that such loss is attributable to its negligence, wilful default, fraud, bad faith or material breach of the Investment Management Agreement which, if remediable, is not remedied within 60 days.

Depositary Agreement

12.25 Pursuant to a depositary agreement dated 12 September 2014 between the Company, the Investment Manager and the Depositary (the Depositary Agreement), the Depositary has been appointed to provide depositary services to the Company, in fulfilment of the requirements of the Alternative Investment Fund Managers Directive.

12.26 Under the Depositary Agreement, custodial services (being services performed in respect of any financial instruments and not in respect of physical assets) may be delegated by the Depositary provided, inter alia, the Depositary has exercised all due skill, care and diligence in the selection and appointment of the delegate, and in the periodic review and ongoing monitoring of the delegate in respect of the matters delegated to it. The Depositary shall not be liable for the acts or omissions of any delegate provided the Depositary has adhered to the requirements of the Depositary Agreement in respect of such delegation and a written contract between the Depositary and the delegate expressly transfers liability to the delegate and enables the Company (or the Investment Manager acting on behalf of the Company) to make a direct claim against such delegate in respect of the loss of the assets the subject of the custodial services.

12.27 In consideration for its services, the Depositary will receive an initial set-up fee of £5,000 and on-going fees of £31,000 per annum. Upon the purchase of additional assets, further initial set up fees and on-going fees will be payable by the Company.

12.28 The Depositary Agreement may be terminated by either the Depositary or the Company (or the Manager acting on behalf of the Company, on not less than 90 days' written notice, or immediately upon written notice in the case of specified circumstances of fault.

Administration Agreement

12.29 Pursuant to an administration agreement dated 15 February 2013 between the Company and the Administrator (the Administration Agreement), the Administrator was appointed to perform various administrative and company secretarial services.

12.30 The Administrator is permitted under the Administration Agreement to delegate any of its duties to any persons, provided that the Administrator remains accountable and responsible at all times for the functions which it has so delegated and upon the prior written consent of the Company.

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12.31 The Administration Agreement is terminable by either party on 90 days' notice in writing (given so as to expire on the last day of any calendar month), and may be terminated immediately by either party in the event of insolvency or material breach of the other party.

12.32 The Administrator receives a fixed fee of £80,000 per annum (the Fixed Fee) for the provision of all administration and company secretarial services. Additionally, the Administrator receives an annual accounting fee based on time spent subject to a minimum of £35,000 per annum and a maximum of £70,000 per annum with the maximum amount applying for the first two years that the Administration Agreement is in force (being until 5 February 2015). The Administrator is also entitled to receive reimbursement quarterly in arrears in respect of all reasonable and properly evidenced out of pocket expenses incurred by it. The Fixed Fee may be increased by agreement between the Company and the Administrator to reflect additional work that may be required as the result of additional capital raisings.

12.33 The maximum amount payable by way of fees under the Administration Agreement is £150,000 per annum (for the first two years that the Administration Agreement is in force (being until 15 February 2015)).

12.34 The Administration Agreement provides that in the absence of breach of the agreement, negligence, fraud, bad faith or wilful default, the Administrator shall not be liable for any loss suffered by the Company or otherwise arising directly or indirectly from the discharge of the Administrator's duties, and in particular in relation to any loss sustained in the holding or sale of an investment in the Company. The Administrator will not be liable for losses suffered by the Company arising from the Administrator acting in good faith upon instructions reasonably believed to be genuine otherwise than as a result of breach of the agreement, negligence, fraud, bad faith or wilful default of the Administrator.

12.35 The Company has agreed to indemnify the Administrator against all claims made against the Administrator in respect of any loss suffered or alleged by any party in connection with the Administrator's performance of its duties unless it results from an act of negligence, fraud, bad faith, wilful default or breach of the agreement by the Administrator. The Administration Agreement also contains certain indemnities and exclusions of liability in favour of the Administrator in the event of losses caused by corrupt or intercepted electronic data. Neither the Company nor the Administrator is liable to the other for consequential or indirect losses or damages.

LLP Administration Agreement

12.36 Pursuant to an administration agreement dated 15 February 2013 between the LLP and the Administrator (the LLP Administration Agreement), the Administrator was appointed to perform various administrative and company secretarial services to the LLP.

12.37 The Administrator is permitted under the LLP Administration Agreement to delegate any of its duties to any persons, provided that the Administrator remains accountable and responsible at all times for the functions which it has so delegated and upon the prior written consent of the LLP.

12.38 The LLP Administration Agreement is terminable by either party on 90 days' notice in writing (given so as to expire on the last day of any calendar month), and may be terminated immediately by either party in the event of insolvency or material breach of the other party.

12.39 The Administrator receives a fee based on time spent at the Administrator's current chargeout rates, the amount is capped at £17,500 plus VAT per annum for the first two years the LLP Administration Agreement is in force (being until 5 February 2015). The Administrator is also entitled to receive reimbursement quarterly in arrears in respect of all reasonable and properly evidenced out of pocket expenses incurred by it.

12.40 The maximum amount payable by way of fees under the LLP Administration Agreement is £17,500 plus VAT per annum (for the first two years that the LLP Administration Agreement is in force (being until 15 February 2015)).

12.41 The LLP Administration Agreement provides that in the absence of breach of the agreement, negligence, fraud, bad faith or wilful default, the Administrator shall not be liable for any loss suffered by the LLP or otherwise arising directly or indirectly from the discharge of the Administrator's duties. The Administrator will not be liable for losses suffered by the LLP arising from the Administrator acting in good faith upon instructions reasonably believed to

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be genuine otherwise than as a result of breach of the agreement, negligence, fraud, bad faith or wilful default of the Administrator.

12.42 The LLP has agreed to indemnify the Administrator against all claims made against the Administrator in respect of any loss suffered or alleged by any party in connection with the Administrator's performance of its duties unless it results from an act of negligence, fraud, bad faith, wilful default or breach of the agreement by the Administrator. The LLP Administration Agreement also contains certain indemnities and exclusions of liability in favour of the Administrator in the event of losses caused by corrupt or intercepted electronic data. Neither the LLP nor the Administrator is liable to the other for consequential or indirect losses or damages.

Holdco Administration Agreement

12.43 Pursuant to an administration agreement dated 18 February 2013 between Holdco and the Administrator (the Holdco Administration Agreement), the Administrator was appointed to perform various administrative and company secretarial services to Holdco.

12.44 The Administrator is permitted under the Holdco Administration Agreement to delegate any of its duties to any persons, provided that the Administrator remains accountable and responsible at all times for the functions which it has so delegated and upon the prior written consent of Holdco.

12.45 The Holdco Administration Agreement is terminable by either party on 90 days' notice in writing (given so as to expire on the last day of any calendar month), and may be terminated immediately by either party in the event of insolvency or material breach of the other party.

12.46 The Administrator receives a fee based on time spent at the Administrator's current chargeout rates. The amount is capped at £17,500 plus VAT per annum for the first two years the Holdco Administration Agreement is in force (being until 18 February 2015). The Administrator is also entitled to receive reimbursement quarterly in arrears in respect of all reasonable and properly evidenced out of pocket expenses incurred by it.

12.47 The maximum amount payable by way of fees under the Holdco Administration Agreement is £17,500 plus VAT per annum (for the first two years that the Holdco Administration Agreement is in force (being until 15 February 2015)).

12.48 The Holdco Administration Agreement provides that in the absence of breach of the agreement, negligence, fraud, bad faith or wilful default, the Administrator shall not be liable for any loss suffered by Holdco or otherwise arising directly or indirectly from the discharge of the Administrator's duties. The Administrator will not be liable for losses suffered by Holdco arising from the Administrator acting in good faith upon instructions reasonably believed to be genuine otherwise than as a result of breach of the agreement, negligence, fraud, bad faith or wilful default of the Administrator.

12.49 Holdco has agreed to indemnify the Administrator against all claims made against the Administrator in respect of any loss suffered or alleged by any party in connection with the Administrator's performance of its duties unless it results from an act of negligence, fraud, bad faith, wilful default or breach of the agreement by the Administrator. The Holdco Administration Agreement also contains certain indemnities and exclusions of liability in favour of the Administrator in the event of losses caused by corrupt or intercepted electronic data. Neither Holdco nor the Administrator is liable to the other for consequential or indirect losses or damages.

Registrar Agreement

12.50 Pursuant to a registrar agreement dated 18 February 2013 between the Company and the Registrar (the Registrar Agreement), the Registrar was appointed to act as the Company's registrar.

12.51 The Registrar is entitled to a basic registration fee for the creation and maintenance of the share register of £1.65 per holder of Ordinary Shares appearing on the register during the fee year, subject to an annual minimum fee of £3,500.

12.52 If the Registrar has to process transfers in excess of 25 per cent. based on the number of accounts on the share register at the start of each fee year, further transfers will incur additional charges of £0.25 per CREST transfer and £5 per non-CREST transfer. The

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Registrar will also charge an annual fee of £900 for providing online access for the Company to its share register. The Registrar will also be entitled to certain out of pocket expenses. Generally, fees and charges will be invoiced quarterly in arrears and may be reviewed by the Registrar at various times. The Registrar will be entitled to charge interest on any amounts owing from the Company at an annual rate equal to four per cent. above the base interest rate established by Barclays Bank PLC, from time to time, from the due date until the date of payment in full. In the event that the Company fails to pay an invoice in accordance with the provisions of the Registrar Agreement, the Registrar may suspend the provision of services and charge a reconnection fee of £750. The Registrar may increase the fees (i) annually at the rate of the prevailing RPI; or (ii) as a result of regulatory changes that alter its obligations or for any other reason in which case the Registrar will give 20 business days' notice to the Company and in the event that the Company objects to such increase the Company may terminate the Registrar Agreement within such 20 business day period on three months' notice.

12.53 The Registrar Agreement may be terminated by either the Company or the Registrar giving to the other six months' written notice, such notice not to expire earlier than the first anniversary of First Admission. The Registrar Agreement may also be terminated by either party at any time:

(a) on three months' written notice in the event that the Company objects to any increase of fees proposed by the Registrar upon 20 business days' notice to the Company as a result of regulatory changes that alter its obligations or for any other reason;
(b) immediately on written notice if the other party commits a material breach of its obligations under the Registrar Agreement (including any payment default) which that party has failed to remedy within 45 days of receipt of a written notice to do so; or
(c) immediately upon the insolvency or other analogous event of the other party. The Company may also terminate the agreement with immediate effect in the event of the Registrar ceasing to be the holder of any licence, consent, permit or registration enabling it to act as a registrar of the Company under any applicable law.

12.54 The Registrar Agreement provides that the Company shall indemnify the Registrar and its affiliates and their directors, officers, employees and agents from and against any and all liabilities arising from the Company's breach of the Registrar Agreement and any third party claims arising in connection with the Registrar Agreement, save in the case of negligence, fraud or wilful default of the Registrar or its agents, officers and employees. The aggregate liability (other than for fraud or death or personal injury caused by the Registrar's negligence) of the Registrar and its affiliates or its or their directors, officers, employees or agents under the Registrar Agreement is limited to the lesser of £1,000,000 or an amount equal to ten times the annual fee payable to the Registrar under the Registrar Agreement.

The Registrar shall have no liability to the Company in relation to any indirect or consequential losses or damages, loss of profits, loss of goodwill or any other pure economic loss in connection with the Registrar Agreement. The Registrar Agreement also contains provisions limiting the Registrar's liability in relation to forged transfers and lost share certificates.

12.55 Given that the fees payable under the Registrar Agreement are calculated as a multiple of the number of Shareholders admitted to the register each year plus a multiple of the number of share transfers made each year, there is no maximum amount payable under the Registrar Agreement.

Receiving Agent Agreement

12.56 The Receiving Agent Agreement between the Company and Capita Asset Services dated 26 September 2014, pursuant to which the Receiving Agent has agreed to provide receiving agent duties and services to the Company in respect of the Issue. Under the terms of the agreement, the Receiving Agent is entitled to a fee at an hourly rate (subject to a minimum fee of £2,000), plus a processing fee per application.
12.57 The Receiving Agent will also be entitled to reimbursement of all out of pocket expenses reasonably incurred by it in connection with its duties. These fees will be for the account of the Company.

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12.58 The agreement also contains a provision whereby the Company indemnifies the Receiving Agent against any loss, liability or expense resulting from the Company's breach of the agreement or any third party claims in connection with the provision of the Receiving Agent's services under the agreement, save where due to fraud or wilful default on the part of the Receiving Agent.

BIS Side Letter

12.59 The Investment Manager and the Company have entered into a side letter with BIS dated 5 February 2013 (the BIS Side Letter), under which the Investment Manager and the Company have agreed to provide BIS (in its capacity as a public body) with various confirmations and undertakings which detail how they intend the affairs of the Company to be managed for so long as BIS is a Shareholder holding more than five per cent. of the Ordinary Shares.

12.60 The Company has agreed to procure that any investment manager replacing the Investment Manager will enter into a letter with BIS in the same or substantially the same form as the BIS Side Letter. The Company has undertaken to consult BIS regarding (a) the identity of any replacement investment manager and (b) the terms of appointment of such replacement investment manager).

12.61 Each of the Company and the Investment Manager has agreed not to do or permit to be done or to occur anything (by it or entities within its control) that will attract, or that it suspects has a reasonable possibility of attracting, material adverse publicity or material damage to the reputation of the Company, any investee company, BIS (in the context of its shareholding in the Company) or UKGIB (in the context of its shareholding in Rhyl Flats SPV or the management of BIS's shareholding in the Company), provided that the Company shall not be prevented from doing or permitting anything to be done or to occur that the Company reasonably considers necessary in order for the Company or the Directors to comply with any applicable laws (or in the case of the Directors to avoid any breach of any fiduciary or other duties which they owe to the Company) and that the Investment Manager shall not be prevented from acting on behalf of its other clients in the ordinary course of business in accordance with its conflict of interest policy.

12.62 The Company has undertaken to procure that, where it acquires an interest in a company that was wholly owned by another entity, a shareholders' agreement will be put in place under which each shareholder confirms (a) it has and its investor companies have complied and will continue to comply with all applicable laws in respect of anti-corruption, anti-money laundering, serious crime and anti-terrorism in connection with such company and (b) it has not and its investor companies have not done or permitted to be done or to have occurred and will not do or permit to be done or to occur, knowingly or recklessly, actively or by omission, anything that may attract material adverse publicity or material damage to the reputation of UKGIB (in the context of its shareholding in Rhyl Flats SPV or the management of BIS's shareholding in the Company), BIS (in the context of its shareholding in the Company) or the relevant investee company. In the event that the Company acquires an interest in a company that was not wholly owned by another entity, the Company has undertaken to use reasonable endeavours to put in place the above, and if it is unable to put in place the above it will undertake reasonable and appropriate due diligence to ascertain to its reasonable satisfaction that the other shareholders have each complied and will continue to comply with all applicable laws in respect of anti-corruption, anti-money laundering, serious crime and anti-terrorism in connection with such company.

12.63 If a key person under the Investment Management Agreement pleads guilty to, or is convicted of, an indictable offence or commits a prohibited act (as more particularly described in the BIS Side Letter), and the Investment Manager is or should reasonably be aware, the Investment Manager has undertaken to expel such person from its partnership.

12.64 The Company has agreed to comply with, and procure that the LLP and Holdco comply with, all laws relating to anti-bribery and corruption to the extent applicable to them, including but not limited to the UK Bribery Act 2010 (anti-corruption laws) and agrees that it, the LLP and Holdco has each been in compliance with anti-corruption laws since its date of inception. The Company has agreed that it shall have put in place adequate procedures from First Admission to prevent bribery as contemplated by the UK Bribery Act 2010 and maintain and enforce policies and procedures for assessing the risk of breaching

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anticorruption laws. If the Company becomes aware of a breach of anti-corruption laws by it, the LLP or Holdco, it has agreed to disclose this to BIS. The Investment Manager has agreed to comply and to ensure that its delegates appointed under the terms of the Investment Management Agreement and its associates comply with the same.

12.65 The Company has agreed to use reasonable endeavours to ensure that any person engaged by it, the LLP or Holdco in the provision of any service material to the business of any investee company is only engaged on the basis of a written contract which imposes on such person compliance with anti-corruption laws. The Company, Holdco and the LLP shall each apply and exercise such rights it has over each outsourced service provider engaged in the provision of any service material to the business of any investee company with a view to ensuring that such person maintains, monitors and reviews policies and appropriate procedures designed to enable compliance with anti-corruption laws.

12.66 The Investment Manager has agreed to rebate to BIS a proportion of the Management Fees: in respect of the first six quarters following First Admission (being the four quarters when BIS was subject to a lock-up agreement and the two quarters following the expiry of such lock-up agreement), BIS received a rebate of an amount equivalent to 0.6 per cent. of the Net Asset Value per share for each Ordinary Share it held in the Company as at the relevant quarter date.

12.67 If the Company is taken over (as more particularly described in Part VI of this Prospectus) the parties to the BIS Side Letter agree that, as between the Company and the Investment Manager, each party shall treat the notice period for the purposes of clause 14.1 of the Investment Management Agreement such that the proviso to that clause (shortening the notice period in certain circumstances) shall be deemed not to apply and the Investment Manager shall only be entitled to receive, in 12 equal monthly payments, amounts due for the final 12 months of the relevant notice period but no further fees or other priority profit share during such period (or such shorter period if the full period of notice is not given by the Company in accordance with the terms of the Investment Management Agreement); provided that this is subject to the Company not materially changing its investment policy following the Change of Control or taking other steps which would materially reduce the Group's Net Asset Value where the reduction in Net Asset Value is due to the transfer of assets to an affiliate or associate of the shareholders.

12.68 The Investment Manager has agreed that: (a) recipients of Management Fees are tax resident in the European Union; (b) it will not change the jurisdiction in which it is treated as resident or centrally managed and controlled for any tax purpose without the prior written consent of BIS; (c) it will not establish any structure or enter into any scheme, the main purpose of which is unlawfully to reduce its tax liability in respect of the Management Fees;

12.69 The Company has agreed that: (a) it will not implement any material changes to the tax structure of the Company, the LLP and/or Holdco without the prior written consent of BIS (such consent not to be unreasonably withheld or delayed); (b) it will not (and shall procure that the LLP and Holdco will not) implement or maintain tax and/or accounting structures unless it reasonably believe that such structures would not fall within any of the following: (i) achieve a result that is in breach of tax law; (ii) not have a valid business purpose or obvious commercial justification; (iii) achieve a tax result that is inconsistent with the legal and/or economic substance of an underlying transaction unless in compliance with law or current, published HMRC practice; (iv) constitute a transaction forming part of notifiable arrangements (as defined by section 306 of the Finance Act 2004); (v) constitute a marketed tax avoidance scheme for the avoidance or deferral of tax; or (vi) constitute a transaction or series of transactions, the main purpose or one of the main purposes of which was or is the avoidance of tax or the production of a tax loss with no corresponding commercial loss unless in compliance with law or current, published HMRC practice and which can reasonably be considered to constitute generally accepted tax planning; (c) it will (and shall procure that the LLP and Holdco will) adopt and maintain adequate governance, policies and procedures to control the tax and accounting structures they enter into so as to ensure compliance with the foregoing; (d) it will not (and shall procure that the LLP and Holdco will not) engage in any tax arrangements which are abusive within the meaning of that term in the legislation that implements the "general anti-abuse rule" proposed by the draft legislation produced on 12 June 2012 once that legislation has come into force; (e) it shall procure (or, where such company is not a wholly owned subsidiary, shall use reasonable endeavours to

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procure) that each investee company has in place appropriate systems and controls in relation to taxation; and (f) with respect to wind farm assets located in the UK, it will only put in place UK holding and ownership structures.

12.70 The Company and the Investment Manager have agreed various reporting obligations to BIS in the context of BIS's investment in the Company being constituted through the use of public funds and BIS's being subject to certain governmental reporting requirements. In the event that the Company is of the opinion that the provision of any information (other than inside information) by it to BIS would be in breach of Listing Principle 5 of the Listing Rules, the Company may take steps to make such information available to all Shareholders to the extent that the Company considers this necessary so as to comply with Listing Principle 5 of the Listing Rules.

12.71 The Company and the Investment Manager have agreed various confidentiality obligations to BIS, including that they will not make any announcements or issue any circular, etc, containing references to BIS's investment in the Company without obtaining consent from BIS. BIS has agreed various obligations to the Company in respect of freedom of information requests.

12.72 The Company has agreed to pursue its investment policy in accordance with various principles and standards of responsible investment (as more particularly described in the BIS Side Letter) and put and maintain resources and systems in place to ensure appropriate and effective monitoring and management of environmental, social and governance matters in its operations and in the assessment, selection and monitoring of investments in Portfolio Companies.

12.73 The Investment Manager shall not be a Prohibited Person and shall not employ or involve persons to provide its services to the Company who are Prohibited Persons. Where the Company knows, or has reasonable cause to believe, that a shareholder investing in the Company is a Prohibited Person, it shall procure that the Company consults BIS in relation to the identity of that shareholder and has regard to BIS's view. The Company shall not invest in any investee company which the Company is aware or has reasonable grounds to suspect is an entity falling within any of paragraphs (a) to (c) and (e), (f), (g) or (i) of the definition of Prohibited Person set out below.

12.74 Prohibited Person means any person who is or has at any time been, or who is or has at any time been controlled by a person who is or has at any time been: (a) a person resident or established in any jurisdiction identified from time to time by the Financial Action Taskforce (FATF) as a high-risk and/or non-cooperative jurisdiction (provided that this paragraph (a) shall only apply if such person is or is controlled by a person who is currently a person resident or established in any jurisdiction identified from time to time by the FATF as a high-risk and/or non-cooperative jurisdiction or in a jurisdiction which has developed a current action plan with the FATF); (b) placed on HM Treasury's Recognised Sanctions List; (c) placed on the World Bank blacklist; (d) a politically exposed person for the purposes of Regulation 14(5) of the Money Laundering Regulations 2007 (subject to certain exceptions); (e) convicted of any offence listed in Regulation 23(1)(a) to (f) of the Public Sector Contracts Regulations 2006 (subject to certain exceptions); (f) the subject of any fine or censure in relation to the conduct of a company by the London Stock Exchange, Takeover Panel, FCA or any other governmental or regulatory body in any jurisdiction (subject to certain exceptions); (g) the subject of a revocation of any material regulatory licence or prohibited from participating in a regulated market; (h) disqualified from acting (or having undertaken not to act) as a director of a company in the UK or elsewhere; and (i) in the case of a company: (A) dissolved by an order of the court or the subject of a voluntary arrangement (other than for the purposes of a solvent restructuring), receivership, administration, compulsory liquidation or sequestration, or have any of the partners been declared bankrupt; or (B) put into liquidation (other than a members' voluntary winding up) or had an administrator, receiver or administrative receiver appointed or had an administration order made in respect of it; or (j) in the case of an individual, bankrupt or has made any composition or arrangement with or for the benefit of his creditors, or is the subject of any similar procedure under the law of any other state.

12.75 The Company agrees that BIS shall have the right, exercisable within three months from the date of First Admission, to nominate a person with appropriate operational experience who is

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independent of UKGIB and BIS for appointment as an additional Director. The appointment of the nominated person as an additional Director shall be subject to the approval of the Board (such approval not to be unreasonably withheld or delayed). BIS has exercised such right and has nominated Dan Badger for appointment to the Board. Dan Badger's service as a Director began on 1 July 2013.

12.76 The Company and the Investment Manager each undertakes to notify BIS promptly upon the occurrence of a breach of any of its respective obligations under the BIS Side Letter.

12.77 The Company undertakes that it will promptly exercise and enforce all of its rights under the Investment Management Agreement to the fullest extent (and consult BIS in relation to the exercise of such rights) in the event of any breach of the Investment Management Agreement resulting from the breach of certain provisions of the BIS Side Letter, provided that this shall be without prejudice to the Directors' fiduciary and other duties to the Company and shall not oblige the Company to terminate the Investment Management Agreement if the Directors do not consider that such termination would be in the best interests of the Company and the Shareholders as a whole.

12.78 For the duration of the term of the BIS Side Letter, the Company may only put in place a financing: (a) the purpose of which is limited to drawings for acquisitions, working capital or letters of credit; (b) where net proceeds from subsequent equity issues are used first to repay the drawing under the facility; and (c) where the initial term is no longer than three years. For the avoidance of doubt, BIS acknowledges that the facility may then be available to be drawn for Further Investments once those equity proceeds have been applied providing that the foregoing principles remain in place. During this period the Company may put in place a facility in accordance with the Investment Policy which differs from the foregoing principles with the consent of BIS (not to be unreasonably withheld or delayed). If, within six months prior to the maturity of any acquisition facility refinancing, and following the use of reasonable endeavours to refinance the debt with a subsequent equity issue, the Board deems it necessary, prudent or in the best interests of Shareholders to refinance the acquisition facility in a way other than from a subsequent equity issue, then the Company will not require the consent of BIS to enact this refinancing regardless of its terms. If following the use of reasonable endeavours to refinance an acquisition facility through the subsequent equity issue, the Company makes use of longer term debt markets to refinance such debt, then the obligation to use equity shall not apply to such long term debt until six months prior to the final maturity. Subject to the foregoing, the Company confirms that in accordance with the Investment Policy it will use reasonable endeavours to refinance acquisition facility debt via equity issuance.

Acquisition Facility Agreement

12.79 On 27 September 2013 Holdco entered into a facility agreement (based on London Market Association recommended documentation) between Holdco as borrower, The Royal Bank of Scotland plc (RBS) as facility agent and security agent, and RBS, RBC and Santander as arrangers and lenders as amended by an amendment and restatement agreement dated 24 June 2014 (the Acquisition Facility Agreement). The Facility Agreement relates to loans of up to £225 million (the Loans) with a tenor of three years (i.e. to 24 June 2017) and an initial margin of 235 basis points.

12.80 The Loans are secured by a fixed charge over the shares in Holdco and a floating charge over Holdco's bank accounts.

12.81 The Facility Agreement provides for maximum leverage of 47.5 per cent. with an interest coverage ratio of 2.0x (with dividend lock up at 2.5x).

12.82 Holdco is required to provide quarterly financial covenant testing and operating reports, half year and full-year financial statements and notification of default.

12.83 Holdco has undertaken to comply with all environmental requirements, maintain insurances, and maintain, replace (where necessary) and comply with project documents (subject to carve-outs and thresholds).

12.84 Mandatory prepayment of the Loans may be required in the case of illegality, change of control and following an event of default, and in respect of equity issuance proceeds, disposal proceeds, recoveries under acquisition documents and compensation, and insurance proceeds (subject to carve-outs and thresholds).

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12.85 Events of default include non-payment, breach of a covenant and misrepresentation, cross default and insolvency, material adverse change, failure to maintain LSE listing and change of Investment Manager.

12.86 Holdco has made representations in respect of information provided to the lenders, environmental compliance, security and financial indebtedness and Group structure.

12.87 Holdco is permitted to incur financial indebtedness in the ordinary course of business plus up to five per cent. of Gross Asset Value at asset level.

12.88 The portfolio must comprise no less than four wind farms at any time, no single wind farm may represent more than 25 per cent. of Gross Asset Value, a maximum 40 per cent. of Gross Asset Value may be offshore assets and a maximum of 15 per cent. of Gross Asset Value may be under construction.

13 Mandatory bids, squeeze-out and sell-out rules relating to the Ordinary Shares

Mandatory bid

13.1 The City Code on Takeovers and Mergers (the City Code) applies to the Company. Under Rule 9 of the City Code, if:

(a) a person acquires an interest in shares in the Company which, when taken together with shares already held by him or persons acting in concert with him, carry 30 per cent. or more of the voting rights in the Company; or

(b) a person who, together with persons acting in concert with him, is interested in not less than 30 per cent. and not more than 50 per cent. of the voting rights in the Company acquires additional interests in shares which increase the percentage of shares carrying voting rights in which that person is interested,

the offeror and, depending on the circumstances, his concert parties, would be required (except with the consent of the Panel on Takeovers and Mergers) to make a cash offer for the outstanding shares in the Company at a price not less than the highest price paid for any interests in the Ordinary Shares by the offeror or his concert parties during the previous 12 months.

Compulsory acquisition

13.2 Under sections 974 to 991 CA 2006, if an offeror acquires or contracts to acquire (pursuant to a takeover offer) not less than 90 per cent. of the shares (in value and by voting rights) to which such offer relates it may then compulsorily acquire the outstanding shares not assented to the offer. It would do so by sending a notice to outstanding holders of shares telling them that it will compulsorily acquire their shares and then, six weeks later, it would execute a transfer of the outstanding shares in its favour and pay the consideration to the Company, which would hold the consideration on trust for the outstanding holders of shares.

The consideration offered to the holders whose shares are compulsorily acquired under the CA 2006 must, in general, be the same as the consideration that was available under the takeover offer.

13.3 In addition, pursuant to section 983 CA 2006, if an offeror acquires or agrees to acquire not less than 90 per cent. of the shares (in value and by voting rights) to which the offer relates, any holder of shares to which the offer relates who has not accepted the offer may require the offeror to acquire his shares on the same terms as the takeover offer.

13.4 The offeror would be required to give any holder of shares notice of his right to be bought out within one month of that right arising. Sell-out rights cannot be exercised after the end of the period of three months from the last date on which the offer can be accepted or, if later, three months from the date on which the notice is served on the holder of shares notifying them of their sell-out rights. If a holder of shares exercises his/her rights, the offeror is bound to acquire those shares on the terms of the takeover offer or on such other terms as may be agreed.

14 Investment Restrictions

14.1 In accordance with the requirements of the UK Listing Authority, the Company:

(a) will not invest more than ten per cent. in aggregate of the value of the total assets of the Company in other investment companies or investment trusts which are listed on

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the Official List (except to the extent that those investment companies or investment trusts have published investment policies to invest no more than 15 per cent. of their gross assets in other investment companies or investment trusts which are listed on the Official List);

(b) will not conduct any trading activity which is significant in the context of the Company as a whole;

(i) in a way which is consistent with its object of spreading investment risk; and
(ii) in accordance with its published investment policy.

14.2 The Company is an investment trust and aims to comply with section 1158 CTA, which for its accounting period to 31 December 2013 requires that the Company's income is derived wholly or mainly from shares or securities and, in general, that no holding in a company, other than another investment trust, represents more than 15 per cent. by value of the Company's investments. From 1 October 2012, the new investment trust tax regime introduced by the Investment Trust (Approved Company) (Tax) Regulations 2011 applies to the Company. This removes the requirement that the Company's income is derived wholly or mainly from shares or securities, and replaces the requirement that no holding in a company, other than another investment trust, represents more than 15 per cent. by value of the Company's total investments with an obligation to spread investment risk.

14.3 The Company will not make any material change to its published investment policy without the approval of its Shareholders by special resolution. Such an alteration would be announced by the Company through a Regulatory Information Services.

14.4 In the event of any breach of the investment restrictions applicable to the Company, Shareholders will be informed of the actions to be taken by the Company by an announcement issued through a Regulatory Information Service approved by the UK Listing Authority.

15 Availability of this Prospectus

Copies of this Prospectus can be collected, free of charge during Business Hours on any Business Day, from the Investment Manager at Greencoat House, Francis Street, London SW1P 1DH, or from the registered office of the Company (being 27-28 Eastcastle Street, London W1W 8DH).

16 General

16.1 No Director has any interest in the promotion of, or in any property acquired or proposed to be acquired by, the Company.

16.2 Save as disclosed in paragraph 12 of this Part IX, there is no other contract (not being a contract entered into in the ordinary course of business) entered into by the Company which contains any provision under which the Company has any obligation or entitlement which is material to the Company as at the date of this Prospectus.

16.3 The New Shares being issued in connection with the Issue are being issued at 107 pence per New Share of which 106 pence per New Share constitutes share premium.

16.4 The ISIN for the New Shares is GB00B8SC6K54.

16.5 The SEDOL number for the New Shares is B8SC6K5.

16.6 New Shares available under the Issue are not being underwritten. Save in relation to the Offer for Subscription, the New Shares have not been marketed nor are available, in whole or in part, to the public in conjunction with the Issue.

16.7 There are no governmental, legal or arbitration proceedings (nor, so far as it is aware, are there any governmental, legal or arbitration proceedings pending or threatened) which may have, or have had in 12 months preceding the date of this Prospectus, a significant effect on the financial position or profitability of the Group.

16.8 The Company derives earnings from its gross assets in the form of dividends and interest. It is expected that the Issue will be earnings enhancing (to the extent that third party debt is paid down and therefore interest costs are reduced) but that earnings per Ordinary Share will be reduced.

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16.9 The Company became a member of the AIC shortly after First Admission.

16.10 CREST is a paperless settlement procedure enabling securities to be evidenced otherwise than by written instrument. The Articles permit the holding of Ordinary Shares under the CREST system. The Board intends to apply for the Ordinary Shares to be admitted to CREST with effect from Admission. Accordingly it is intended that settlement of transactions in the Ordinary Shares following Admission may take place within the CREST system if the relevant Shareholders so wish. CREST is a voluntary system and Shareholders who wish to receive and retain share certificates will be able to do so upon request made to the Receiving Agent.

16.11 Where information contained in this Prospectus has been sourced from a third party, the Company confirms that such information has been accurately reproduced and that as far as the Company is aware and is able to ascertain from information published by that third party, no facts have been omitted which would render the reproduced information inaccurate or misleading.

16.12 The Company has not had any employees since its incorporation and does not own any premises.

17 Documents for Inspection

17.1 Copies of the following documents will be available for inspection at the registered office of the Company and at the offices of Norton Rose Fulbright LLP, 3 More London Riverside, London SE1 2AQ during Business Hours on any Business Day from the date of this Prospectus until Admission:

(a) the Articles;
(b) the articles of association of Holdco; and
(c) this Prospectus.

17.2 In addition, copies of this Prospectus are available, for inspection only, from the Document Viewing Facility, UK Listing Authority, The Financial Conduct Authority, 25 The North Colonnade, Canary Wharf, London E14 5HS.

Dated 26 September 2014

PART X: TERMS AND CONDITIONS OF THE PLACING

1 Introduction

1.1 Each Placee which confirms its agreement (whether orally or in writing) to RBC and/or to Winterflood to subscribe for New Shares under the Placing will be bound by these terms and conditions and will be deemed to have accepted them.

1.2 The Company and/or RBC and/or Winterflood may require any Placee to agree to such further terms and/or conditions and/or give such additional warranties and/or representations as it (in its absolute discretion) sees fit and/or may require any such Placee to execute a separate placing letter (a Placing Letter).

2 Agreement to Subscribe for New Shares

Conditional on inter alia: (i) Admission occurring and becoming effective by 8.00 a.m. (London time) on or prior to 30 October 2014 (or such later time and/or date, not being later than 14 November 2014, as the Company, the Investment Manager and the Managers may agree); (ii) the Placing Agreement becoming unconditional in all respects and not having been terminated on or before 30 October 2014 (or such later date, not being later than 14 November 2014, as the Company, the Investment Manager the Managers may agree); (iii) the passing of Resolutions 1 and 3 at the General Meeting; and (iv) RBC and/or Winterflood confirming to the Placees their allocation of New Shares, a Placee agrees to become a member of the Company and agrees to subscribe for or acquire for those New Shares allocated to it by RBC and/or Winterflood at the Issue Price. To the fullest extent permitted by law, each Placee acknowledges and agrees that it will not be entitled to exercise any remedy of rescission at any time. This does not affect any other rights the Placee may have.

3 Payment for Ordinary Shares

Each Placee must pay the Issue Price for the New Shares issued to the Placee in the manner and by the time directed by RBC and/or Winterflood. If any Placee fails to pay as so directed and/or by the time required, the relevant Placee's application for New Shares shall be rejected.

4 Representations and Warranties

By agreeing to subscribe for or acquire New Shares, each Placee which enters into a commitment to subscribe for New Shares will (for itself and any person(s) procured by it to subscribe for or acquire New Shares and any nominee(s) for any such person(s)) be deemed to agree, represent and warrant to each of the Company, the Investment Manager, RBC and Winterflood that:

4.1 In agreeing to subscribe for or acquire New Shares under the Placing, it is relying solely on this Prospectus and any supplementary prospectus issued by the Company and not on any other information given, or representation or statement made at any time, by any person concerning the Company or the Placing. It agrees that none of the Company, the Investment Manager, RBC or Winterflood, nor any of their respective officers, agents or employees, will have any liability for any other information or representation. It irrevocably and unconditionally waives any rights it may have in respect of any other information or representation;

4.2 The content of this Prospectus is exclusively the responsibility of the Company and its Board and apart from the liabilities and responsibilities, if any, which may be imposed on any of RBC or Winterflood under any regulatory regime, none of RBC, Winterflood nor any person acting on their behalf nor any of their affiliates makes any representation, express or implied, nor accepts any responsibility whatsoever for the contents of this document nor for any other statement made or purported to be made by them or on its or their behalf in connection with the Company, the New Shares or the Issue;

4.3 If the laws of any territory or jurisdiction outside the United Kingdom are applicable to its agreement to subscribe for or acquire New Shares under the Placing, it warrants that it has complied with all such laws, obtained all governmental and other consents which may be required, complied with all requisite formalities and paid any issue, transfer or other taxes due in connection with its application in any territory and that it has not taken any action or omitted to take any action which will result in the Company, the Investment Manager, RBC or

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Winterflood or any of their respective officers, agents or employees acting in breach of the regulatory or legal requirements, directly or indirectly, of any territory or jurisdiction outside the United Kingdom in connection with the Placing;

4.4 It is not a U.S. Person, is not located within the United States and is not acquiring the Ordinary Shares for the account or benefit of a U.S. Person;

4.5 It is acquiring the Ordinary Shares in an “offshore transaction” meeting the requirements of Regulation S;

4.6 It acknowledges that the Ordinary Shares have not been and will not be registered under the U.S. Securities Act or with any securities regulatory authority of any state or other jurisdiction of the United States and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. Persons absent registration or an exemption from registration under the U.S. Securities Act;

4.7 It does not have a registered address in, and is not a citizen, resident or national of, any jurisdiction in which it is unlawful to make or accept an offer of the New Shares and it is not acting on a non-discretionary basis for any such person;

4.8 It agrees that, having had the opportunity to read this Prospectus, it shall be deemed to have had notice of all information and representations contained in this Prospectus, that it is acquiring New Shares solely on the basis of this Prospectus and no other information and that in accepting a participation in the Placing it has had access to all information it believes necessary or appropriate in connection with its decision to subscribe for or acquire New Shares;

4.9 It acknowledges that no person is authorised in connection with the Placing to give any information or make any representation other than as contained in this Prospectus and, if given or made, any information or representation must not be relied upon as having been authorised by RBC, Winterflood, the Company or the Investment Manager;

4.10 It is not applying as, nor is it applying as nominee or agent for, a person who is or may be liable to notify and account for tax under the Stamp Duty Reserve Tax Regulations 1986 at any of the increased rates referred to in section 67, 70, 93 or 96 (depository receipts and clearance services) of the Finance Act 1986;

4.11 It accepts that none of the New Shares have been or will be registered under the laws of any Excluded Territory. Accordingly, the New Shares may not be offered, sold or delivered, directly or indirectly, within any Excluded Territory;

4.12 If it is receiving the offer in circumstances under which the laws or regulations of a jurisdiction other than the United Kingdom would apply, that it is a person to whom the New Shares may be lawfully offered under that other jurisdiction's laws and regulations;

4.13 If it is a resident in the EEA (other than the United Kingdom), it is a qualified investor within the meaning of the law in the Relevant Member State implementing Article 2(1)(e) of the Prospectus Directive (Directive 2003/71/EC (and amendments thereto, including Directive 2010/73/EU, to the extent implemented in the Relevant Member State)) and a professional investor within the meaning of the Alternative Investment Fund Managers Directive;

4.14 If it is outside the United Kingdom, neither this Prospectus nor any other offering, marketing or other material in connection with the Placing constitutes an invitation, offer or promotion to, or arrangement with, it or any person whom it is procuring to subscribe for or acquire New Shares pursuant to the Placing unless, in the relevant territory, such offer, invitation or other course of conduct could lawfully be made to it or such person and such documents or materials could lawfully be provided to it or such person and New Shares could lawfully be distributed to and subscribed and held by it or such person without compliance with any unfulfilled approval, registration or other regulatory or legal requirements;

4.15 It acknowledges that neither RBC nor Winterflood nor any of their respective affiliates nor any person acting on their behalf is making any recommendations to it, advising it regarding the suitability of any transactions it may enter into in connection with the Placing or providing any advice in relation to the Placing and participation in the Placing is on the basis that it is not and will not be a client of RBC, Winterflood or any of their respective affiliates and that RBC, Winterflood and any of their respective affiliates do not have any duties or responsibilities to it

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for providing protection afforded to their respective clients or for providing advice in relation to the Placing nor in respect of any representations, warranties, undertaking or indemnities contained in the Placing Letter;

4.16 It acknowledges that where it is subscribing for or acquiring New Shares for one or more managed, discretionary or advisory accounts, it is authorised in writing for each such account: (i) to subscribe for or acquire the New Shares for each such account; (ii) to make on each such account's behalf the representations, warranties and agreements set out in this Prospectus; and (iii) to receive on behalf of each such account any documentation relating to the Placing in the form provided by the Company and/or RBC and/or Winterflood. It agrees that the provision of this paragraph shall survive any resale of the New Shares by or on behalf of any such account;

4.17 It irrevocably appoints any Director and any director of RBC and Winterflood to be its agent and on its behalf (without any obligation or duty to do so), to sign, execute and deliver any documents and do all acts, matters and things as may be necessary for, or incidental to, its subscription for or acquisition of all or any of the New Shares for which it has given a commitment under the Placing, in the event of its own failure to do so;

4.18 It accepts that if the Placing does not proceed or the conditions to the Placing Agreement are not satisfied or the New Shares for which valid applications are received and accepted are not admitted to listing and trading on the Official List and the Main Market (respectively) for any reason whatsoever then none of the Company, RBC, the Investment Manager, Winterflood or any of their affiliates, nor persons controlling, controlled by or under common control with any of them nor any of their respective employees, agents, officers, members, stockholders, partners or representatives, shall have any liability whatsoever to it or any other person;

4.19 In connection with its participation in the Placing it has observed all relevant legislation and regulations, in particular (but without limitation) those relating to money laundering and countering terrorist financing and that its application is only made on the basis that it accepts full responsibility for any requirement to identify and verify the identity of its clients and other persons in respect of whom it has applied. In addition, it warrants that it is a person: (i) subject to the Money Laundering Regulations 2007 in force in the United Kingdom; or (ii) subject to the Money Laundering Directive (2005/60/EC of the European Parliament and of the EC Council of 26 October 2005 on the prevention of the use of the financial system for the purpose of money laundering and terrorist financing); or (iii) acting in the course of a business in relation to which an overseas regulatory authority exercises regulatory functions and is based or incorporated in, or formed under the law of, a county in which there are in force provisions at least equivalent to those required by the Money Laundering Directive;

4.20 It agrees that, due to anti-money laundering and the countering of terrorist financing requirements, RBC, Winterflood and/or the Company may require proof of identity of the Placee and related parties and verification of the source of the payment before the application can be processed and that, in the event of delay or failure by the Placee to produce any information required for verification purposes, RBC, Winterflood and/or the Company may refuse to accept the application and the subscription moneys relating thereto. It holds harmless and will indemnify RBC, Winterflood and/or the Company against any liability, loss or cost ensuing due to the failure to process this application, if such information as has been required has not been provided by it or has not been provided on a timely basis;

4.21 RBC, Winterflood and the Company (and any agent on their behalf) are entitled to exercise any of their rights under the Placing Agreement or any other right in their absolute discretion without any liability whatsoever to them (or any agent acting on their behalf);

4.22 The representations, undertakings and warranties contained in this Prospectus are irrevocable. It acknowledges that RBC, Winterflood, the Company and their respective affiliates will rely upon the truth and accuracy of the foregoing representations and warranties and it agrees that if any of the representations or warranties made or deemed to have been made by its subscription or acquisition of the New Shares are no longer accurate, it shall promptly notify RBC, Winterflood and the Company;

4.23 Where it or any person acting on behalf of it is dealing with RBC and/or Winterflood, any money held in an account with RBC and/or Winterflood on behalf of it and/or any person acting on behalf of it will not be treated as client money within the meaning of the relevant

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rules and regulations of the Financial Conduct Authority which therefore will not require RBC and/or Winterflood to segregate such money, as that money will be held by RBC and/or Winterflood under a banking relationship and not as trustee;

4.24 Any of its clients, whether or not identified to RBC, Winterflood or any of their affiliates or agents, will remain its sole responsibility and will not become clients of RBC, Winterflood or any of their affiliates or agents for the purposes of the rules of the Financial Conduct Authority or for the purposes of any other statutory or regulatory provision;

4.25 It accepts that the allocation of New Shares shall be determined jointly by the Managers and the Company and that such persons may scale down any Placing commitments for this purpose on such basis as they may determine; and

4.26 Time shall be of the essence as regards its obligations to settle payment for the New Shares and to comply with its other obligations under the Placing.

5 Supply and Disclosure of Information

If RBC, Winterflood, the Company or any of their agents request any information in connection with a Placee's agreement to subscribe for or acquire New Shares under the Placing or to comply with any relevant legislation, such Placee must promptly disclose it to them.

6 Miscellaneous

6.1 The rights and remedies of RBC, Winterflood and the Company under these terms and conditions are in addition to any rights and remedies which would otherwise be available to each of them and the exercise or partial exercise of one will not prevent the exercise of others.

6.2 On application, if a Placee is a discretionary fund manager, that Placee may be asked to disclose in writing or orally the jurisdiction in which its funds are managed or owned. All documents provided in connection with the Placing will be sent at the Placee's risk. They may be returned by post to such Placee at the address notified by such Placee.

6.3 Each Placee agrees to be bound by the Articles (as amended from time to time) once the New Shares, which the Placee has agreed to subscribe for or acquire pursuant to the Placing, have been acquired by the Placee. The contract to subscribe for or acquire New Shares under the Placing and the appointments and authorities mentioned in this Prospectus will be governed by, and construed in accordance with, the laws of England and Wales. For the exclusive benefit of RBC, the Company and Winterflood, each Placee irrevocably submits to the jurisdiction of the courts of England and Wales and waives any objection to proceedings in any such court on the ground of venue or on the ground that proceedings have been brought in an inconvenient forum. This does not prevent an action being taken against Placee in any other jurisdiction.

6.4 In the case of a joint agreement to subscribe for or acquire New Shares under the Placing, references to a "Placee" in these terms and conditions are to each of the Placees who are a party to that joint agreement and their liability is joint and several.

6.5 RBC, Winterflood and the Company expressly reserve the right to modify the Placing (including, without limitation, its timetable and settlement) at any time before allocations are determined.

6.6 The Placing is subject to the satisfaction of the conditions contained in the Placing Agreement and the Placing Agreement not having been terminated. Further details of the terms of the Placing Agreement are contained in paragraphs 12.7 to 12.11 of Part IX of this Prospectus.

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PART XI: TERMS AND CONDITIONS OF THE OFFER FOR SUBSCRIPTION

In the case of a joint Application, references to you in these terms and conditions of Application are to each of you, and your liability is joint and several. Please ensure you read these terms and conditions in full before completing the Application Form.

The Terms and Conditions

(a) The contract created by the acceptance of an Application under the Offer for Subscription will be conditional on inter alia:

(i) Admission becoming effective by not later than 8.00 a.m. (London time) on 30 October 2014 (or such later date as may be provided for in accordance with the terms of the Placing Agreement referred to in paragraphs 12.7 to 12.11 of Part IX of this Prospectus);

(ii) the Placing Agreement referred to in paragraphs 12.7 to 12.11 of Part IX of this Prospectus becoming unconditional in all respects, and not being terminated in accordance with its terms before Admission becomes effective; and

(iii) the passing of Resolutions 1 and 3 at the General Meeting.

(b) The Company reserves the right to present all cheques and banker's drafts for payment on receipt and to retain application monies and refrain from delivering an Applicant's New Shares into CREST, pending clearance of the successful Applicant's cheques or banker's drafts. The Company also reserves the right to reject in whole or part, or to scale down or limit, any Application. The Company may treat Applications as valid and binding if made in accordance with the prescribed instructions and the Company may, at its discretion, accept an Application in respect of which payment is not received by the Company prior to the closing of the Offer for Subscription. If any Application is not accepted in full or if any contract created by acceptance does not become unconditional, the application monies or, as the case may be, the balance thereof will be returned (without interest) by returning each relevant Applicant's cheque or banker's draft or by crossed cheque in favour of the first Applicant through the post at the risk of the person(s) entitled thereto. In the meantime, application monies will be retained by the Receiving Agent in a separate account.

To ensure compliance with the Money Laundering Regulations, the Company (or any of its agents) may require, at its absolute discretion, verification of the identity of the person by whom or on whose behalf an Application Form is lodged with payment. If the Application Form is submitted by a UK regulated broker or intermediary acting as agent and which is itself subject to the Money Laundering Regulations, any verification of identity requirements are the responsibility of such broker or intermediary and not of the Company (or any of its agents).

The person lodging the Application Form with payment and in accordance with the other terms as described above, including any person who appears to the Company (or any of its agents) to be acting on behalf of some other person, accepts the Offer for Subscription in respect of such number of offered New Shares as is referred to therein and shall thereby be deemed to agree to provide the Company (or any of its agents) with such information and other evidence as the Company (or any of its agents) may require to satisfy the verification of identity requirements.

If the Company (or any of its agents) determines that the verification of identity requirements apply to any Application, the relevant New Shares (notwithstanding any other term of the Offer for Subscription) will not be issued to the relevant Applicant unless and until the verification of identity requirements have been satisfied in respect of that Applicant (or any beneficial holder) or Application. The Company (or any of its agents) is entitled, in its absolute discretion, to determine whether the verification of identity requirements apply to any Application and whether such requirements have been satisfied, and neither the Company nor any agent of it will be liable to any person for any loss or damage suffered or incurred (or alleged), directly or indirectly, as a result of the exercise of such discretion.

If the verification of identity requirements apply, failure to provide the necessary evidence of identity within a reasonable time may result in delays in the despatch of share certificates or in

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crediting CREST accounts. If, within a reasonable time following a request for verification of identity, the Company (or any of its agents) has not received evidence satisfactory to it as aforesaid, the Company may, in its absolute discretion, treat the relevant Application as invalid, in which event the monies payable on acceptance of the Offer for Subscription will be returned (at the Applicant's risk) without interest to the account of the bank or building society on which the relevant cheque or banker's draft was drawn.

Submission of an Application Form with the appropriate remittance will constitute a warranty to each of the Company, the Administrator and the Registrar from the Applicant that the Money Laundering Regulations will not be breached by application of such remittance. The verification of identity requirements will not usually apply:

if the Applicant is an organisation required to comply with the Money Laundering Directive (2005/60/EC of the European Parliament and of the EC Council of 26 October 2005 on the prevention of the use of the financial system for the purpose of money laundering and terrorist financing); or
if the Applicant is a regulated United Kingdom broker or intermediary acting as agent and is itself subject to the Money Laundering Regulations; or
if the aggregate subscription price for the offered New Shares is less than the lower of £10,000 or €15,000.

In other cases the verification of identity requirements may apply. If the Application Form is lodged with payment by a regulated financial services firm (being a person or institution) (the Firm) which is located in Austria, Belgium, Canada, Cyprus, Denmark, Finland, France, Germany, Gibraltar, Guernsey, Hong Kong, Iceland, Ireland, Isle of Man, Italy, Japan, Jersey, Luxembourg, Malta, the Netherlands, New Zealand, Norway, Portugal, Singapore, the Republic of South Africa, Spain, Sweden, Switzerland, the UK and the United States of America, the Firm should provide with the Application Form written confirmation that it has that status and a written assurance that it has obtained and recorded evidence of the identity of the person for whom it acts and that it will on demand make such evidence available to the Company (or any of its agents). If the Firm is not such an organisation, it should contact Capita Asset Services at The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU. To confirm the acceptability of any written assurance referred to above, or in any other case, the Applicant should call the Shareholder Helpline on 0871 664 0321 (calls to this number are charged at ten pence per minute from a BT Landline, other network providers' costs may vary) or +44 208 639 3399 if calling from outside the United Kingdom. Calls to the helpline from outside the United Kingdom will be charged at applicable international rates. Lines are open 9.00 a.m. to 5.30 p.m. (London time) Monday to Friday. Different charges may apply to calls made from mobile telephones and calls may be recorded and monitored for security and training purposes. The helpline cannot provide advice on the merits of any proposals to invest in the Company nor give any financial, legal or tax advice.

If the Application Form(s) is/are in respect of New Shares with an aggregate subscription price of more than the higher of £10,000 or €15,000 and is/are lodged by hand by the Applicant in person, or if the Application Form(s) in respect of New Shares is/are lodged by hand by the Applicant and the accompanying payment is not the Applicant's own cheque, he or she should ensure that he or she has with him or her evidence of identity bearing his or her photograph (for example, his or her passport) and separate evidence of his or her address.

If, within a reasonable period of time following a request for verification of identity, and in any case by 1.00 p.m. on 23 October 2014, Capita Asset Services has not received evidence satisfactory to it as aforesaid, Capita Asset Services may, as agent of the Company and upon instruction from the Company, reject the relevant Application, in which event the monies submitted in respect of that Application will be returned without interest to the account at the drawee bank from which such monies were originally debited (without prejudice to the rights of the Company to undertake proceedings to recover monies in respect of the loss suffered by it as a result of the failure to produce satisfactory evidence as aforesaid).

All payments must be made by cheque or banker's draft in pounds sterling drawn on a branch in the United Kingdom of a bank or a building society which is either a settlement member of the Cheque and Credit Clearing Company Limited or the CHAPS Clearing Company Limited or which has arranged for its cheques and banker's drafts to be cleared through the facilities provided by those companies or committees: cheques and banker's drafts must bear the appropriate sort code in the top right hand corner. Cheques, which must be drawn on the personal account of the

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individual investor where they have sole or joint title to the funds, should be made payable to Capita Registrars Limited re: “GUWP – 2014 Offer for Subscription” in respect of an Application and crossed “A/C Payee Only”. Cheques should be for the full amount payable on Application. Postdated cheques and payment via CHAPS, BACS or electronic transfer will not be accepted.

Third party cheques may not be accepted with the exception of building society cheques or banker's drafts where the building society or bank has confirmed the name of the account holder by stamping or endorsing the cheque/banker's draft to such effect. The account name should be the same as that shown on the Application Form.

The following is provided by way of guidance to reduce the likelihood of difficulties, delays and potential rejection of an Application Form (but without limiting the Receiving Agent's right to require verification of identity as indicated above):

(a) Applicants should make payment by a cheque drawn on an account in their own name and write their name and address on the back of the banker's draft or cheque and, in the case of an individual, record his date of birth against his name; banker's drafts should be duly endorsed by the bank or building society on the reverse of the cheque as described above; and

(b) if an Applicant makes the Application as agent for one or more persons, he should indicate on the Application Form whether he is a UK or EU-regulated person or institution (for example a bank or stockbroker) and specify his status. If an Applicant is not a UK or EU regulated person or institution, he should contact the Receiving Agent.

By completing and delivering an Application Form you, as the Applicant (and, if you sign the Application Form on behalf of somebody else or a corporation, that person or corporation, except as referred to in paragraph (i) below):

(a) offer to subscribe for the number of New Shares specified in your Application Form (or such lesser number for which your Application is accepted) on the terms of and subject to this Prospectus, including these terms and conditions, and subject to the Articles;

(b) agree that, in consideration of the Company agreeing to process your Application, your Application cannot be revoked (subject to any legal right to withdraw your application which arises as a result of the publication of a supplementary prospectus) and that this paragraph shall constitute a collateral contract between you and the Company which will become binding upon despatch by post to, or (in the case of delivery by hand during normal business hours only) on receipt by, the Receiving Agent of your Application Form;

(c) agree and warrant that your cheque or banker's draft may be presented for payment on receipt and will be honoured on first presentation and agree that if it is not so honoured you will not be entitled to receive the New Shares until you make payment in cleared funds for the New Shares and such payment is accepted by the Company in its absolute discretion (which acceptance shall be on the basis that you indemnify it, and the Receiving Agent, against all costs, damages, losses, expenses and liabilities arising out of or in connection with the failure of your remittance to be honoured on first presentation) and you agree that, at any time prior to the unconditional acceptance by the Company of such late payment, the Company may (without prejudice to its other rights) avoid the agreement to subscribe for such New Shares and may issue or allot such New Shares to some other person, in which case you will not be entitled to any payment in respect of such New Shares other than the refund to you at your risk of the proceeds (if any) of the cheque or banker's draft accompanying your Application, without interest;

(d) agree that (i) any monies returnable to you may be retained pending clearance of your remittance and the completion of any verification of identity required by the Money Laundering Regulations and (ii) monies pending allocation will be retained in a separate account and that such monies will not bear interest;

(e) undertake to provide satisfactory evidence of your identity within such reasonable time (in each case to be determined in the absolute discretion of the Company and the Receiving Agent) to ensure compliance with the Money Laundering Regulations;

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(f) agree that, in respect of those New Shares for which your Application has been received and is not rejected, acceptance of your Application shall be constituted, at the election of the Company, either (i) by notification to the UK Listing Authority and the London Stock Exchange of the basis of allocation (in which case acceptance shall be on that basis) or (ii) by notification of acceptance thereof to the Receiving Agent;

(g) authorise the Receiving Agent to procure that your name (together with the name(s) of any other joint Applicant(s)) is/are placed on the register of members of the Company in respect of such New Shares and to send a crossed cheque for any monies returnable by post without interest, at the risk of the persons entitled thereto, to the address of the person (or in the case of joint holders the first-named person) named as an Applicant in the Application Form;

(h) acknowledge that no person is authorised in connection with the Offer for Subscription to give any information or make any representation other than as contained in this Prospectus and, if given or made, any information or representation must not be relied upon as having been authorised by the Company, the Receiving Agent, or any of their affiliates or any other person;

(i) warrant that, if you sign the Application Form on behalf of somebody else or on behalf of a corporation, you have due authority to do so on behalf of that other person or corporation, and such person or corporation will also be bound accordingly and will be deemed to have given the confirmations, warranties and undertakings contained herein and undertake to enclose your power of attorney, or a copy thereof duly certified by a solicitor or bank, with the Application Form;

(j) agree that all Applications, acceptances of Applications and contracts resulting from such acceptances shall be governed by and construed in accordance with English law, and that you submit to the jurisdiction of the English courts and agree that nothing shall limit the right of the Company to bring any action, suit or proceeding arising out of or in connection with any such Applications, acceptances of Applications and contracts in any other manner permitted by law or in any court of competent jurisdiction;

(k) confirm that in making such Application, neither you nor any person on whose behalf you are applying are relying on any information or representation in relation to the Company other than the information contained in this Prospectus and, accordingly, you agree that no person (responsible solely or jointly for this Prospectus or any part thereof or involved in the preparation thereof) shall have any liability for any such information or representation;

(l) confirm that your Application is made solely on the terms of this Prospectus and subject to the Articles;

(m) irrevocably authorise the Company or any person authorised by it to do all things necessary to effect registration of any New Shares subscribed by or issued to you into your name(s) or into the name(s) of any person(s) in whose favour the entitlement to any such New Shares has been transferred and authorise any representative of the Company to execute any document required therefor;

(n) agree that, having had the opportunity to read this Prospectus, you shall be deemed to have had notice of all information and representations concerning the Company and the New Shares contained therein;

(o) confirm that you have reviewed the restrictions contained in these terms and conditions;

(p) warrant that, if you are an individual, you are not under the age of 18;

(q) agree that all documents and cheques sent by post to, by or on behalf of the Company or the Receiving Agent, will be sent at the risk of the person(s) entitled thereto;

(r) warrant that in connection with your Application you have observed the laws of all relevant territories, obtained any requisite governmental or other consents, complied with all requisite formalities and paid any issue, transfer or other taxes due in connection with your Application in any territory and that you have not taken any action which will or may result in the Company or any person responsible solely or jointly for this Prospectus or any part of its or involved in the preparation thereof acting in breach of the regulatory or legal requirements of any territory (including in particular FSMA) in connection with the Offer for Subscription or your Application;

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(s) save where you have satisfied the Company that an appropriate exemption applies so as to permit you to subscribe, represent and agree that you are not a resident of Australia, Canada, Japan, New Zealand or the Republic of South Africa; and

(t) agree, on request by the Company or the Receiving Agent on behalf of the Company, to disclose promptly in writing to the Company or the Receiving Agent any information which the Company or the Receiving Agent may reasonably request in connection with your Application, and authorise the Company or the Receiving Agent on behalf of the Company to disclose any information relating to your Application as it considers appropriate.

If you are applying on behalf of someone else you will not, and will procure that none of your affiliates will, circulate, distribute, publish or otherwise issue (or authorise any other person to issue) any document or information in connection with the Issue, or make any announcement or comment (whether in writing or otherwise) which states or implies that it has been issued or approved by or prepared in conjunction with the Company or any person responsible solely or jointly for this Prospectus or any part thereof or involved in the preparation thereof or which contains any untrue statement of material fact or is misleading or which omits to state any material fact necessary in order to make the statements therein not misleading.

No person receiving a copy of this Prospectus and/or an Application Form in any territory other than the UK may treat the same as constituting an invitation or an offer to him; nor should he in any event use an Application Form unless, in the relevant territory, such an invitation or offer could lawfully be made to him or the Application Form could lawfully be used without contravention of any, or compliance with, any unfulfilled registration or other legal or regulatory requirements. It is the responsibility of any person outside the UK wishing to apply for New Shares under the Offer for Subscription to satisfy himself as to full observance of the laws of any relevant territory in connection with any such Application, including obtaining any requisite governmental or other consents, observing any other formalities requiring to be observed in any such territory and paying any issue, transfer or other taxes required to be paid in any such territory.

The New Shares have not been and will not be registered under the U.S. Securities Act or with any securities regulatory authority of any State or other jurisdiction of the United States and, subject to certain exceptions, may not be offered or sold within the United States or to, or for the account or benefit of, U.S. Persons. The Company has not been and will not be registered as an "investment company" under the U.S. Investment Company Act, and investors will not be entitled to the benefits of the Act. In addition, relevant clearances have not been, and will not be, obtained from the securities commission (or equivalent) of any province of Australia, Canada, Japan, New Zealand or the Republic of South Africa and, accordingly, unless an exemption under any relevant legislation or regulations is applicable, none of the New Shares may be offered, sold, renounced, transferred or delivered, directly or indirectly, in Australia, Canada, Japan, New Zealand or the Republic of South Africa. Unless the Company has expressly agreed otherwise in writing, you represent and warrant to the Company that you are not a U.S. Person or a resident of Australia, Canada, Japan, New Zealand or the Republic of South Africa and that you are not subscribing for such New Shares for the account of any U.S. Person or resident of Australia, Canada, Japan, New Zealand or the Republic of South Africa and that you will not offer, sell, renounce, transfer or deliver, directly or indirectly, New Shares subscribed for by you in the United States, Australia, Canada, Japan, New Zealand or the Republic of South Africa or to any U.S. Person or resident of Australia, Canada, Japan, New Zealand or the Republic of South Africa. Subject to certain exceptions, no Application will be accepted if it bears an address in the United States, Australia, Canada, Japan, New Zealand or the Republic of South Africa unless an appropriate exemption is available as referred to above.

Pursuant to the Data Protection Act 1998 (the DP Law), the Company, the Administrator and/or the Registrar may hold personal data (as defined in the DP Law) relating to past and present shareholders. Such personal data is held by Capita Asset Services as Receiving Agent, who will share such data with the Administrator and the Registrar, and is used by the Administrator and the Registrar to maintain the Company's register of Shareholders and mailing lists and this may include sharing such data with third parties in one or more of the countries mentioned below when (i) effecting the payment of dividends to Shareholders and the payment of commissions to third parties and (ii) filing returns of shareholders and their respective transactions in New Shares with statutory bodies and regulatory authorities. Personal data may be retained on record for a period exceeding six years after it is no longer used.

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The countries referred to in the paragraph immediately above include, but need not be limited to, those in the European Economic Area and any of their respective dependent territories overseas, Argentina, Australia, Brazil, Canada, Hong Kong, Hungary, India, Japan, New Zealand, Republic of Korea, Russian Federation, Singapore, South Africa, Switzerland and the United States.

By becoming registered as a holder of New Shares, a person becomes a data subject (as defined in the DP Law) and is deemed to have consented to the processing by the Company, the Administrator and/or the Registrar of any personal data relating to them in the manner described above.

The basis of allocation within the Offer for Subscription will be determined jointly by the Managers and the Company. The right is reserved to reject in whole or in part and/or scale down and/or ballot any Application or any part thereof. The right is reserved to treat as valid any Application not in all respects completed in accordance with the instructions relating to the Application Form, including if the accompanying cheque or banker's draft is for the wrong amount.

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NOTICES TO OVERSEAS INVESTORS

This Prospectus has been approved by the FCA as a prospectus which may be used to offer securities to the public for the purposes of section 85 FSMA and Directive 2003/7/EC. No arrangement has however been made with the competent authority in any other EEA State (or any other jurisdiction) for the use of this Prospectus as an approved prospectus in such jurisdiction and accordingly no public offer is to be made in such jurisdictions. Issue or circulation of this Prospectus may be prohibited in countries other than those in relation to which notices are given below. This Prospectus does not constitute an offer to sell, or the solicitation of an offer to subscribe for or buy, shares in any jurisdiction in which such offer or solicitation is unlawful.

European Economic Area – Prospectus requirements

In relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (each, a Relevant Member State), an offer to the public of any Ordinary Shares may not be made in that Relevant Member State other than the Issue contemplated in this Prospectus in the UK once this Prospectus has been approved by the UKLA and published in accordance with the Prospectus Directive, except that, subject to separate restrictions imposed by the Alternative Investment Fund Managers Directive (in relation to which see below), the Ordinary Shares may be offered to professional investors in that Relevant Member State at any time under the following exemptions under the Prospectus Directive, if it has been implemented in that Relevant Member State:

(u) to legal entities which are qualified investors as defined in the Prospectus Directive;

(v) by the Managers to fewer than 100, or, if the Relevant Member State has implemented the relevant provisions of the 2010 PD Amending Directive, 150, natural or legal persons (other than qualified investors as defined in the Prospectus Directive) as permitted under the Prospectus Directive and subject to obtaining the consent of the Managers for any such offer; or

(w) in any other circumstances falling within Article 3(2) of the Prospectus Directive,

provided that no such offer of Ordinary Shares shall result in a requirement for, the publication by the Company or any Manager of a prospectus pursuant to Article 3 of the Prospectus Directive, or supplementing a prospectus pursuant to Article 16 of the Prospectus Directive, and each person who initially acquires Ordinary Shares or to whom any offer is made will be deemed to have represented, warranted to and agreed with the Managers and the Company that it is a “qualified investor” within the meaning of the law in that Relevant Member State implementing Article 2(1)(e) of the Prospectus Directive.

For the purposes of this provision, the expression an “offer to the public” in relation to any Ordinary Shares in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the Ordinary Shares to be offered so as to enable an investor to decide to purchase any Ordinary Shares, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State and the expression Prospectus Directive means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in the Relevant Member State) and includes any relevant implementing measure in each Relevant Member State and the expression 2010 PD Amending Directive means Directive 2010/73/EU.

In the case of any Ordinary Shares being offered to a financial intermediary as that term is used in Article 3(2) of the Prospectus Directive, such financial intermediary will be deemed to have represented, warranted, acknowledged and agreed that the Ordinary Shares subscribed by it in the Issue have not been subscribed on a non-discretionary basis on behalf of, nor have they been subscribed with a view to their offer or resale to, persons in circumstances which may give rise to an offer of any Ordinary Shares to the public other than their offer or resale in a Relevant Member State to qualified investors as so defined or in circumstances in which the prior consent of the Managers has been obtained to each such proposed offer or resale.

The Company, the Managers and their affiliates and others will rely upon the truth and accuracy of the foregoing representation, warranty, acknowledgement and agreement. Notwithstanding the above, a person who is not a qualified investor and who has notified the Managers of such fact in writing may, with the consent of the Managers, be permitted to subscribe for Ordinary Shares in the Issue.

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European Union – the Alternative Investment Fund Managers Directive

The Alternative Investment Fund Managers Directive has been implemented in the United Kingdom through the Alternative Investment Fund Managers Regulations 2013 (as amended) (the Regulations). For the purposes of the Regulations the Company is a UK AIF and the Investment Manager is a Full Scope UK AIFM. Under the AIFMD regime, the Investment Manager is entitled to passport marketing of the New Shares into Members States of the European Union. In accordance with the Regulations, the Investment Manager has applied to the FCA to register the Company to enable the marketing of New Shares to professional investors in the following jurisdictions under the AIFMD passport procedure: Belgium, Republic of Ireland and the Netherlands.

Other Jurisdictions

For the attention of Guernsey investors

This Prospectus has not been approved or authorised by the Guernsey Financial Services Commission (the Commission) or the States of Guernsey Policy Council nor has it been delivered to the Commission pursuant to the Prospectus Rules 2008 issued under the Protection of Investors (Bailiwick of Guernsey) Law, 1987 (the POI Law) and therefore this Prospectus may not be circulated by way of public offer in the Bailiwick of Guernsey.

The Prospectus may only be distributed or circulated directly or indirectly in or from within the Bailiwick of Guernsey (i) by persons licensed to do so by the Commission under the POI Law or (ii) to persons licensed under the POI Law, the Banking Supervision (Bailiwick of Guernsey) Law, 1994, the Insurance Business (Bailiwick of Guernsey) Law, 2002 or the Regulation of Fiduciaries, Administration Business and Company Directors etc. (Bailiwick of Guernsey) Law, 2000.

For the attention of Jersey investors

Consent under the Control of Borrowing (Jersey) Order 1958 has not been obtained for the circulation of this Prospectus. Accordingly, the offer that is the subject of this Prospectus may only be made in Jersey where the offer is not an offer to the public or the offer is valid in the United Kingdom or Guernsey and is circulated in Jersey only to persons similar to those to whom, and in a manner similar to that in which, it is for the time being circulated in the United Kingdom or Guernsey as the case may be.

For the attention of Swiss investors

The distribution of the Ordinary Shares in Switzerland will be exclusively made to, and directed at, qualified investors (the Qualified Investors), as defined in the Swiss Collective Investment Schemes Act of 23 June 2006, as amended (CISA) and its implementing ordinance. Accordingly, the Company has not been and will not be registered with the Swiss Financial Market Supervisory Authority (FINMA). This Prospectus and/or any other offering materials relating to the Ordinary Shares may be made available in Switzerland solely to Qualified Investors.

For the attention of US investors

The Ordinary Shares offered by this Prospectus may not be offered or sold directly or indirectly in or into the United States, or to or for the account or benefit of any U.S. Person (within the meaning of the U.S. Securities Act). In addition, the Company has not been, and will not be, registered under the U.S. Investment Company Act. Furthermore, the Articles provide that the Board may, in its absolute discretion, refuse to register a transfer of any Ordinary Shares to a person that it has reason to believe is an employee benefit plan subject to ERISA or similar US laws, that will give rise to an obligation of the Company to register under the U.S. Investment Company Act or preclude the availability of certain exemptions, that will cause the Company or the Ordinary Shares to become subject to registration under the U.S. Exchange Act, would subject the Investment Manager to registration under the U.S. Commodity Exchange Act of 1974 or that would give rise to the Company or the Investment Manager becoming subject to any U.S. law or regulation determined to be detrimental to it (any such person being a Prohibited U.S. Person). The Company may require a person believed to be a Prohibited U.S. Person to provide documentary evidence that it is not such a Prohibited U.S. Person or to sell or transfer the Ordinary Shares held by it to a person who is qualified to hold the Ordinary Shares and, if these requirements are not satisfied within 30 days' notice, the Ordinary Shares will be deemed to have been forfeited.

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DEFINITIONS

Acquisition Agreement means a sale and purchase agreement entered into between the Group and a Vendor

Acquisition means the acquisition of an asset comprised in the Portfolio by the Group on the terms of and subject to the conditions of the relevant Acquisition Agreement

Acquisition Facility Agreement means the acquisition facility agreement between Holdco as borrower, The Royal Bank of Scotland plc (RBS) as facility agent and security agent, and RBS, RBC and Santander as arrangers and lenders dated 27 September 2013 as amended by an amendment and restatement agreement dated 24 June 2014

Administrator means Heritage Administration Services Limited in its capacity as the Company's administrator

Admission means admission of the New Shares to the Official List (premium listing) and admission of the New Shares to trading on the Main Market

AES means a subsidiary (or subsidiaries) of The AES Corporation

Aggregate Group Debt means the Group's proportionate share of the outstanding third party borrowings of Group companies and non-subsidiary companies in which the Group holds an interest

AGM means the annual general meeting of the Company

AIC means the Association of Investment Companies

AIC Code means the AIC Code of Corporate Governance, as amended from time to time

Alternative Investment Fund Managers Directive or AIFMD means Directive 2011/61/EU of the European Parliament and of the Council

Applicant means a person or persons (in the case of joint applicants) whose name(s) appear(s) on the registration details of an Application Form

Application means the offer made by an Applicant by completing an Application Form and posting (or delivering by hand during normal business hours only) it to Capita Asset Services, Corporate Actions, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU

Application Form means the application form in connection with the Offer for Subscription which is attached to this Prospectus

Articles or Articles of Association means the articles of association of the Company

Audit Committee means the committee of the Board as further described in Part V of this Prospectus

Auditor means the auditors from time to time of the Company, the current such auditors being BDO

BayWa means BayWa r.e. UK Ltd. as operational management services provider and RENERCO GEM 2 GmbH as Vendor, as the context requires

BDO means BDO LLP of 55 Baker Street, London W1U 7EU

BIS means the Secretary of State for Business, Innovation and Skills of the UK Government, whose address is c/o 1 Victoria Street, London SW1H 0ET

BIS Side Letter means the side letter entered into by the Company and the Investment Manager with BIS, a summary of which is set out in paragraphs 12.59 to 12.78 of Part IX of this Prospectus

Bin Mountain SPV means Bin Mountain Windfarm (N.I.) Limited

Bin Mountain Wind Farm means the wind farm owned by Bin Mountain SPV

Board means the board of Directors or a duly constituted committee thereof

Braes of Doune Holdco means Braes of Doune Holding Company Limited

Braes of Doune SPV means Braes of Doune Wind Farm (Scotland) Limited

Braes of Doune Wind Farm means the wind farm owned by Braes of Doune SPV

BSC means the Balancing and Settlement Code, which contains the governance arrangements for electricity balancing and settlement in Great Britain

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Business Day means a day on which the London Stock Exchange and banks in London are normally open for business

Business Hours means the hours between 9.00 a.m. and 5.30 p.m. on any Business Day

CA 2006 means the Companies Act 2006, as amended from time to time

Capacity Payments means the fees paid to generators to ensure the availability of that facility for a given period of time

Capita Asset Services a trading name of Capita Registrars Limited

Carcant SPV means Carcant Windfarm (Scotland) Limited

Carcant Wind Farm means the wind farm owned by Carcant SPV

Centrica means Centrica plc and/or any members of its group (including British Gas Trading Limited and Centrica Renewable Energy Limited), as the context requires

Chairman means Tim Ingram or the chairman of the Company from time to time

CHP means combined heat and power

Climate Change Levy means the tax imposed by the UK Government to encourage reduction in gas emissions and greater efficiency of energy used for business or non domestic purposes

Co-Lead Manager means Winterflood Securities Limited

Code means the U.S. Internal Revenue Code of 1986, as amended from time to time

Company means Greencoat UK Wind PLC

Cotton Farm SPV means Cotton Farm Wind Farm Limited

Cotton Farm Wind Farm means the wind farm owned by Cotton Farm SPV

CREST means the computerised settlement system operated by Euroclear UK and Ireland Limited which facilitates the transfer of title to shares in uncertificated form

CTA 2010 means the Corporation Tax Act 2010, as amended from time to time

DECC means the Department of Energy and Climate Change

Depositary means Heritage Depositary Company (UK) Limited

Directors means the directors from time to time of the Company and Director is to be construed accordingly

Disclosure and Transparency Rules means the disclosure rules and the transparency rules made by the UK Listing Authority under Part VI of the FSMA, as amended from time to time

Drone Hill SPV means Drone Hill Wind Farm Limited

Drone Hill Wind Farm means the wind farm owned by Drone Hill SPV

Earl's Hall Farm SPV means Earl's Hall Farm Wind Farm Limited

Earl's Hall Farm Wind Farm means the wind farm owned by Earl's Hall Farm SPV

EMR means Electricity Market Reform

EEA means European Economic Area

ERISA means the U.S. Employee Retirement Income Security Act of 1974, as amended from time to time

ESB NM LP means ESB Novusmodus Limited Partnership

Excluded Overseas Shareholder means a holder of Ordinary Shares with a registered mailing address in an Excluded Territory

Excluded Territory means Australia, Canada, Japan, New Zealand, South Africa or the United States or any other jurisdiction where the availability of the Issue would breach any applicable law

FATCA means the U.S. Foreign Account Tax Compliance Act

FCA means the United Kingdom Financial Conduct Authority or any successor entity or entities

First Admission means admission of the Ordinary Shares to the Official List of the UKLA (premium listing) and admission of the Ordinary Shares to trading on the main market for listed securities of the London Stock Exchange on 27 March 2013

Form of Proxy means the form of proxy for use in connection with the General Meeting

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FSMA means the Financial Services and Markets Act 2000, as amended from time to time

Further Investments means potential future direct and indirect investments that may be made by the Group in accordance with the Investment Policy

GE means General Electric Company

General Meeting means the general meeting of the Company to be held at 9.30 a.m. on 24 October 2014

Gross Asset Value means the aggregate of (i) the fair value of the Group's underlying investments (whether or not subsidiaries), valued on an unlevered, discounted cash flow basis as described in the International Private Equity and Venture Capital Valuation Guidelines (latest edition December 2012), (ii) the Group's proportionate share of the cash balances and cash equivalents of Group companies and non-subsidiary companies in which the Group holds an interest and (iii) the Group's proportionate share of other relevant assets or liabilities of the Group valued at fair value (other than third party borrowings) to the extent not included in (i) or (ii) above

Gross Issue Proceeds means the gross proceeds of the issue of New Shares pursuant to the Issue

Group means the Company, the LLP and their subsidiaries from time to time or any one or more of them, as the context may require

GWh means gigawatt hour

HMRC means Her Majesty's Revenue and Customs

Holdco means Greencoat UK Wind Holdco Limited

IAS means International Accounting Standards

IFRS means International Financial Reporting Standards, as adopted by the EU

Investment Management Agreement means the agreement between the Investment Manager, the Company, the LLP and Holdco dated 15 February 2013 pursuant to which the Investment Manager has agreed to manage and administer the assets of the Company and its subsidiaries, a summary of which is set out in paragraphs 12.16 to 12.24 of Part IX of this Prospectus

Investment Manager means Greencoat Capital LLP

Investment Policy means the investment policy of the Company from time to time, the current version of which is set out in Part II of this Prospectus

IRR means internal rate of return

ISA means UK individual savings account

ISIN means the International Securities Identification Number

Issue means the issue of New Shares pursuant to the Placing and the Offer for Subscription

Issue Costs means the Issue expenses as detailed in Part VI of this Prospectus

Issue Price means 107 pence per Issue Share

Kildrummy Wind Farm means the wind farm owned by Kildrummy SPV

Kildrummy SPV means Kildrummy Wind Farm Limited

kWh means kilowatt hours

Kyoto Protocol means the Kyoto Protocol to the UNFCCC

LEC means levy exemption certificate

Lindhurst Wind Farm means the wind farm owned by Middlemoor Lindhurst SPV

Listing Rules means the listing rules made by the UK Listing Authority under section 73A of FSMA

Little Cheyne Court SPV means Little Cheyne Court Wind Farm Limited

Little Cheyne Court Wind Farm means the wind farm owned by Little Cheyne Court SPV

LLP means Greencoat UK Wind 1 LLP

LLP Agreement means the members agreement constituting the LLP

London Stock Exchange means London Stock Exchange plc

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Maerdy Wind Farm means the wind farm owned by Maerdy SPV

Maerdy SPV means Maerdy Windfarm Limited

Main Market means the main market of the London Stock Exchange

Management Fee means the management fees to which the Investment Manager is entitled pursuant to the Investment Management Agreement and the priority profit share distributable to the Investment Manager under the LLP Agreement, in each case as described in Part VI of this Prospectus

Managers means RBC and Winterflood

Member States means those states which are members of the EU from time to time

Middlemoor Lindhurst SPV means ML Wind LLP

Middlemoor Wind Farm means the wind farm owned by Middlemoor Lindhurst SPV

ML Holdco Limited (formally known as Lindhurst Wind Farm Limited) means the company which is 100 per cent. owned by Holdco and which holds a 49 per cent. interest in Middlemoor Lindhurst SPV

Money Laundering Regulations means the UK Money Laundering Regulations 2007 (SI 2007/2157) and any other applicable anti-money laundering guidance, regulations or legislation

MWh means megawatt hours

Net Asset Value means Gross Asset Value less Aggregate Group Debt

Net Issue Proceeds means the proceeds of the issue of New Shares pursuant to the Issue, after deduction of the Issue Costs

New Shares means the new Ordinary Shares to be issued pursuant to the Issue

North Rhins SPV means North Rhins Wind Farm Limited

North Rhins Wind Farm means the wind farm owned by North Rhins SPV

Notice of General Meeting means the notice of General Meeting appended to the rear of this Prospectus

Offer for Subscription means the offer for subscription to the public in the UK of New Shares to be issued at the Issue Price of 107 pence each on the terms set out in Part X of this Prospectus and the Application Form

Official List means the official list maintained by the UK Listing Authority

Ofgem means The Office of Gas and Electricity Markets

Ordinary Shares means ordinary shares of one penny each in the capital of the Company

Overseas Shareholders means Shareholders who have registered addresses in, or who are resident or ordinarily resident in, or citizens of, or which are corporations, partnerships or other entities created or organised under the laws of countries other than the United Kingdom

PKF means PKF (UK) LLP of 20 Farrington Road, London EC1M 3AP

Placee means a placee under the Placing

Placing means the proposed placing of New Shares at the Issue Price, as described in this Prospectus

Placing Agreement means the placing agreement between the Company, the Investment Manager, the Directors and the Managers dated 26 September 2014, a summary of which is set out in paragraphs 12.7 to 12.11 of Part IX of this Prospectus

Portfolio means Group's portfolio of investments, as set out on page 73 of this Prospectus

PPA means power purchase agreement

Proposals means the Proposals detailed in Part I of this Prospectus

Prospectus means this document

Prospectus Rules means the prospectus rules made by the FCA under section 73A of FSMA

RBC means RBC Europe Limited (trading as RBC Capital Markets)

Receiving Agent means Capita Asset Services

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Registrar means Capita Asset Services

Registrar Agreement means the registrar agreement between the Company and the Registrar dated 18 February 2013, a summary of which is set out in paragraphs 12.46 to 12.51 of Part IX of this Prospectus

Regulated Market has the meaning given to it in the FCA Handbook

Regulation S means Regulation S under the U.S. Securities Act

Regulatory Information Services means a regulatory information service approved by the FCA and on the list of Regulatory Information Services maintained by the FCA

Renewable Energy Action Plan means the plan required by each Member State pursuant to Article 4 of the European Renewable Energy Directive (2009/28/EC) setting out measures to enable the UK to reach its target for 15 per cent. of energy consumption in 2020 to be from renewable sources

Renewable Energy Directive means Directive 2009/28/EC of the European Parliament and of the Council of 23 April 2009 on the promotion of the use of energy from renewable sources and amending and subsequently repealing Directives 2001/77/EC and 2003/30/EC

Renewables Obligation means the financial mechanism by which the UK Government incentivises the deployment of large-scale renewable electricity generation by placing a mandatory requirement on licensed UK electricity suppliers to source a specified and annually increasing proportion of electricity they supply to customers from eligible renewable sources or pay a penalty

Resolutions means the ordinary and special resolutions proposed at the General Meeting

Rhyl Flats SPV means Rhyl Flats Wind Farm Limited

Rhyl Flats Wind Farm means the wind farm owned by Rhyl Flats SPV

ROC means renewables obligation certificate

RPI means the UK retail prices index as published by the Office for National Statistics or any comparable index which may replace it for all items

RWE means RWE AG and/or any member of its group (including RWE npower Limited and RWE npower Renewables Limited), as the context requires

Secretary of State means the Secretary of State for Energy and Climate Change of the Government of the United Kingdom

SEDOL means the Stock Exchange Daily Official List

Settlement Period has the meaning given to it under the BSC

Share means a share in the capital of the Company (of whatever class)

Shareholder means a registered holder of an Ordinary Share

Siemens means Siemens plc

SIPP means self invested personal pension

Sixpenny Wood SPV means Sixpenny Wood Wind Farm Limited

Sixpenny Wood Wind Farm means the wind farm owned by Sixpenny Wood SPV

SPV means special purpose vehicle

SSAS means small self administered scheme

SSE means Scottish and Southern Energy plc and/or any member of its group (including Airtricity UK Windfarm Holdings Limited, Airtricity Energy Supply (Northern Ireland) Limited, SSE Renewables Developments (UK) Limited and SSE Renewables Holdings Limited), as the context requires

Sterling and £ means the lawful currency of the United Kingdom and any replacement currency thereto

SYND Holdco Limited means the holding company owning Drone Hill SPV, North Rhins SPV, Sixpenny Wood SPV and Yelvertoft SPV

Tappaghan SPV means Tappaghan Windfarm (NI) Limited

Tappaghan Wind Farm means the wind farm owned by Tappaghan SPV

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UK Corporate Governance Code means the Financial Reporting Council's UK Corporate Governance Code 2012

UKGIB means UK Green Investment Bank plc

UKLA or UK Listing Authority means the FCA acting in its capacity as the competent authority for the purposes of admissions to the Official List

United States or U.S. means the United States of America, its territories and possessions, any state of the United States of America, the District of Columbia, and all other areas subject to its jurisdiction

UNFCCC means the United Nations Framework Convention on Climate Change

U.S. Exchange Act means the United States Exchange Act of 1934, as amended

U.S. Investment Company Act means the U.S. Investment Company Act of 1940, as amended from time to time, and the rules and regulations of the U.S. Securities and Exchange Commission promulgated pursuant to it

U.S. Person has the meaning given to it under Regulation S

U.S. Securities Act means the U.S. Securities Act of 1933, as amended from time to time

Velocita means Velocita Energy Development Ltd

Vendors means the vendors of the interests in the SPVs comprised in the Portfolio being BayWa, RWE and SSE

Vestas means Vestas Wind Systems A/S

Winterflood means Winterflood Securities Limited

Yelvertoft SPV means Yelvertoft Wind Farm Limited

Yelvertoft Wind Farm means the wind farm owned by Yelvertoft SPV

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NOTES ON HOW TO COMPLETE THE APPLICATION FORM FOR THE OFFER FOR SUBSCRIPTION

Applications should be returned so as to be received by Capita Asset Services, Corporate Actions, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU no later than 1.00 p.m. on 23 October 2014.

HELP DESK: If you have a query concerning the completion of this Application Form, please telephone Capita Asset Services between 9.00 a.m. and 5.30 p.m. (London time) Monday to Friday on 0871 664 0321 from within the UK or +44 20 8639 3399 if calling from outside the UK. Calls to the 0871 664 0321 number cost ten pence per minute from a BT landline (other network providers’ costs may vary). Calls to the helpline from outside the UK will be charged at applicable international rates. Different charges may apply to calls from mobile telephones and calls may be recorded and randomly monitored for security and training purposes. The helpline cannot provide advice on the merits of any proposals to invest in the Company nor give any financial, legal or tax advice.

1. Application

Fill in (in figures) in Box 1 the amount of money being subscribed for the New Shares. The amount being subscribed must be for a minimum of £1,000 and thereafter in multiples of £100. Financial intermediaries who are investing on behalf of clients should make separate Applications for each client.

2A. Holder details

Fill in (in block capitals) the full name(s) of each holder and the address of the first named holder. Applications may only be made by persons aged 18 or over. In the case of joint holders only the first named may bear a designation reference. A maximum of four joint holders is permitted. All holders named must sign the Application Form in section 3.

2B. CREST

If you wish your New Shares to be deposited in a CREST account in the name of the holders given in section 2A, enter in section 2B the details of that CREST account. Where it is requested that New Shares be deposited into a CREST account please note that payment for such New Shares must be made prior to the day such New Shares might be allotted and issued. It is not possible for an Applicant to request that New Shares be deposited in their CREST account on an against payment basis. Any Application Form received containing such a request will be rejected.

3. Signature

All holders named in section 2A must sign section 3 and insert the date. The Application Form may be signed by another person on behalf of each holder if that person is duly authorised to do so under a power of attorney. The power of attorney (or a copy duly certified by a solicitor or a bank) must be enclosed for inspection (which originals will be returned by post at the addressee’s risk). A corporation should sign under the hand of a duly authorised official whose representative capacity should be stated and a copy of a notice issued by the corporation authorising such person to sign should accompany the Application Form.

4. Cheque/banker’s draft, payment details

Payment must be made by a cheque or banker’s draft and must accompany your Application Form. All payments by cheque or banker’s draft must accompany your Application Form and be for the exact amount inserted in section 1 of your Application Form. Your cheque or banker’s draft must be made payable to Capita Registrars Limited re “GUWP – 2014 Offer for Subscription” in respect of an Application and crossed “A/C Payee Only”. If you use a banker’s draft or a building society cheque you should ensure that the bank or building society issuing the payment enters the name, address and account number of the person whose account is being debited on the reverse of the banker’s draft or cheque and adds its stamp. Cheques should be drawn on the personal account to which you have sole or joint title to the funds. Your cheque or banker’s draft must be drawn in pounds sterling on an account at a bank branch in the United Kingdom which is either a settlement member of the

Cheque and Credit Clearing Company Limited or the CHAPS Clearing Company Limited or which has arranged for its cheques and banker's drafts to be cleared through the facilities provided by any of those companies or committees, and must bear a United Kingdom bank sort code number in the top right hand corner. Third party cheques will not be accepted with the exception of building society cheques or banker's drafts where the bank or building society has confirmed the name of the account holder by stamping and endorsing the cheque to such effect. Your payment must relate solely to this Application. No receipt will be issued.

5. Reliable introducer declaration

Applications with a value greater than the higher of £10,000 or €15,000 will be subject to verification of identity requirements. This will involve you providing the verification of identity documents listed below UNLESS you can have the declaration provided at section 5 of the Application Form given and signed by a firm acceptable to the Company (or any of its agents). In order to ensure your Application is processed in a timely and efficient manner all Applicants are strongly advised to have the declaration provided in section 5 of the Application Form completed and signed by a suitable firm.

If the declaration in section 5 cannot be completed and the value of the application is greater than the higher of £10,000 or €15,000 the documents listed below must be provided with the completed Application Form, as appropriate, in accordance with internationally recognised standards for the prevention of money laundering. Notwithstanding that the declaration in section 5 has been completed and signed the Company (or any of its agents) reserves the right to request of you the identity documents listed below and/or to seek verification of identity of each holder and payor (if necessary) from you or their bankers or from another reputable institution, agency or professional adviser in the applicable country of residence. If satisfactory evidence of identity has not been obtained within a reasonable time your Application may be rejected or revoked. Where certified copies of documents are requested below, such copy documents should be certified by a senior signatory of a firm which is either a governmental approved bank, stockbroker or investment firm, financial services firm or an established law firm or accountancy firm which is itself subject to regulation in the conduct of its business in its own country of operation and the name of the firm should be clearly identified on each document certified.

5A. For each holder being an individual enclose:

(1) a certified clear photocopy of one of the following identification documents which bear both a photograph and the signature of the person: current passport – Government or Armed Forces identity card – driving licence; and
(2) certified copies of at least two of the following documents which purport to confirm that the address given in section 2A of the Application Form is that person's residential address: a recent gas, electricity, water or telephone (not mobile) bill – a recent bank statement – a council rates bill – or similar document issued by a recognised authority; and
(3) if none of the above documents show their date and place of birth, enclose a note of such information; and
(4) details of the name and address of their personal bankers from which the Company (or any of its agents) may request a reference, if necessary.

5B. For each holder being a company (a holder company) enclose:

(1) a certified copy of the certificate of incorporation of the holder company; and
(2) the name and address of the holder company's principal bankers from which the Company (or any of its agents) may request a reference, if necessary; and
(3) a statement as to the nature of the holder company's business, signed by a director; and
(4) a list of the names and residential addresses of each director of the holder company; and
(5) for each director provide documents and information similar to that mentioned in 5A above; and

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(6) a copy of the authorised signatory list for the holder company; and
(7) a list of the names and residential/registered address of each ultimate beneficial owner interested in more than five per cent. of the issued share capital of the holder company and, where a person is named, also complete 5C below and, if another company is named (hereinafter a beneficiary company), also complete 5D below. If the beneficial owner(s) named do not directly own the holder company but do so indirectly via nominee(s) or intermediary entities, provide details of the relationship between the beneficial owner(s) and the holder company.

5C. For each person named in 5B(7) as a beneficial owner of a holder company enclose for each such person documents and information similar to that mentioned in 5A(1) to 5A(4)

5D. For each beneficiary company named in 5B(7) as a beneficial owner of a holder company enclose:

(1) a certified copy of the certificate of incorporation of that beneficiary company; and
(2) a statement as to the nature of that beneficiary company's business signed by a director; and
(3) the name and address of that beneficiary company's principal bankers from which the Company (or any of its agents) may request a reference, if necessary; and
(4) enclose a list of the names and residential/registered address of each beneficial owner owning more than 5 per cent. of the issued share capital of that beneficiary company.

The Company (or any of its agents) reserves the right to ask for additional documents and information.

Contact details

To ensure the efficient and timely processing of your Application Form, please provide contact details of a person the Company (or any of its agents) may contact with all enquiries concerning your Application. Ordinarily this contact person should be the person signing in section 3 on behalf of the first named holder. If no details are entered here and the Company (or any of its agents) requires further information, any delay in obtaining that additional information may result in your Application being rejected or revoked.

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INSTRUCTIONS FOR DELIVERY OF COMPLETED APPLICATION FORMS FOR THE OFFER FOR SUBSCRIPTION

Completed Application Forms for the Offer for Subscription should be returned, by post (or by hand during normal business hours only) to Capita Asset Services, Corporate Actions, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU so as to be received no later than 1.00 p.m. on 23 October 2014, together in each case with payment by cheque or duly endorsed banker's draft in full in respect of the Application. If you post your Application Form, you are recommended to use first class post and to allow at least two days for delivery. Application Forms received after this date may be rejected.

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APPLICATION FORM FOR THE OFFER FOR SUBSCRIPTION

For Office Use Only

Log No.

Important: Before completing this form, you should read the accompanying notes.

To: Capita Asset Services, acting as agent for Greencoat UK Wind PLC

Application

I/We the person(s) detailed in section 2A below offer to subscribe the amount shown in Box 1 for New Shares subject to the Terms and Conditions set out in the Prospectus dated 26 September 2014 and subject to the Articles of Association of the Company.

Box 1

Subscription monies (minimum subscription of £1,000 and then in multiples of £100.)

2A. Details of Holder(s) in whose Name(s) Ordinary Shares will be issued (BLOCK CAPITALS)

Mr, Mrs, Miss, or Title...

Forenames (in full)...

Surname/Company Name...

Address (in Full)...

Designation (if any)...

Mr, Mrs, Miss, or Title...

Forenames (in full)...

Surname/Company...

Mr, Mrs, Miss, or Title...

Forenames (in full)...

Surname/Company Name...

Mr, Mrs, Miss or Title...

Forenames (in full)...

Surname/Company Name...

2B. CREST details

(Only complete this section if New Shares allotted are to be deposited in a CREST Account which must be in the same name as the holder(s) given in section 2A).

(Please ensure you liaise with your CREST Custodian prior to entering CREST details).

CREST Participant ID...

CREST Member Account ID...

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Signature(s) all holders must sign

First holder signature:	Second holder Signature:
Name (Print)	Name (Print)
Dated:	Dated:
Third holder signature:	Fourth holder Signature:
Name (Print)	Name (Print)
Dated:	Dated:

Cheques/banker's draft details

Pin or staple to this form your cheque or duly endorsed bankers draft for the exact price of the number of New Shares inserted by you in Box 1, made payable to Capita Registrars Limited re: "GUWP – 2014 Offer for Subscription A/C" and crossed "A/C Payee Only". Cheques and bankers payments must be drawn in sterling on an account at a bank branch in the UK and must bear a UK bank sort code number in the top right hand corner.

Reliable introducer declaration

Completion and signing of this declaration by a suitable person or institution may avoid presentation being requested of the identity documents detailed in section 5 of the notes on how to complete this Application Form.

The declaration below may only be signed by a person or institution (being a regulated financial services firm) (the firm) which is itself subject in its own country to operation of "customer due diligence" and anti-money laundering regulations no less stringent than those which prevail in the UK. Acceptable countries include Austria, Belgium, Canada, Cyprus, Denmark, Finland, France, Germany, Gibraltar, Guernsey, Hong Kong, Iceland, Ireland, Isle of Man, Italy, Japan, Jersey, Luxembourg, Malta, the Netherlands, New Zealand, Norway, Portugal, Singapore, the Republic of South Africa, Spain, Sweden, Switzerland, the UK and the United States of America.

Declaration: To the Company and the Receiving Agent

With reference to the holder(s) detailed in section 2A, all persons signing at section 3 and the payor if not also the Applicant (collectively the subjects) WE HEREBY DECLARE:

(a) we operate in one of the above mentioned countries and our firm is subject to money laundering regulations under the laws of that country which, to the best of our knowledge, are no less stringent than those which prevail in the UK;

(b) we are regulated in the conduct of our business and in the prevention of money laundering by the regulatory authority identified below;

(c) each of the subjects is known to us in a business capacity and we hold valid identity documentation on each of them and we undertake to immediately provide to you copies thereof on demand;

(d) we confirm the accuracy of the names and residential/business address(es) of the holder(s) given at section 2A and if a CREST Account is cited at section 2B that the owner thereof is named in section 2A;

(e) having regard to all local money laundering regulations we are, after enquiry, satisfied as to the source and legitimacy of the monies being used to subscribe for the New Shares mentioned; and
(f) where the payor and holder(s) are different persons we are satisfied as to the relationship between them and reason for the payor being different to the holder(s).

The above information is given in strict confidence for your own use only and without any guarantee, responsibility or liability on the part of this firm or its officials.

Signed...
Name...
Position..., having authority to bind the firm.
Name of regulatory authority...
Firm's Licence number...
Website address or telephone number of regulatory authority...
STAMP of firm giving full name and business address...

6. Contact details

To ensure the efficient and timely processing of this Application Form please enter below the contact details of a person the Company (or any of its agents) may contact with all enquiries concerning this application. Ordinarily this contact person should be the (or one of the) person(s) signing in section 3 on behalf of the first named holder. If no details are entered here and the Company (or any of its agents) requires further information, any delay in obtaining that additional information may result in your application being rejected or revoked.

Contact name: ...
Email address: ...
Contact address: ...
...
...
Postcode: ...
Telephone no.: ...
Fax no.: ...

NOTICE OF GENERAL MEETING

Greencoat UK Wind PLC

(Incorporated in England and Wales with company number 08318092 and registered as an investment company under section 833 of the Companies Act 2006)

Notice of General Meeting

NOTICE IS HEREBY GIVEN that a General Meeting of the Company will be held at 3 More London Riverside, London SE1 2AQ on 24 October 2014 at 9.30 a.m. for the following purposes:

Special business:

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

THAT, 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 shares in 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 £2,102,803 pursuant to the issue by the Company of a maximum of 210,280,374 ordinary shares of 1p each in the capital of the Company (Ordinary Shares) pursuant to a placing and an offer for subscription, in each case at an issue price of 107 pence per Ordinary Share (the Issue) provided that the authority hereby conferred on the Directors shall expire at the conclusion of the next annual general meeting of the Company (AGM) after the date of the passing of this Resolution (unless previously revoked, varied or renewed by the Company in general meeting), 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 of such an offer or agreement as if the authority conferred hereby had not expired.

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

THAT, subject to the passing of Resolution 1 above and in substitution for all subsisting authorities to the extent unused (save for the authority granted pursuant to Resolution 1, above), the Directors be and they are hereby generally and unconditionally authorised, in accordance with section 551 CA 2006, to exercise all the powers of the Company to allot Ordinary Shares and to grant rights to subscribe for, or to convert any security into, Ordinary Shares up to an aggregate nominal amount of £43,735,136 provided that the authority hereby conferred on the Directors shall expire at the conclusion of the next AGM after the date of the passing of this Resolution (unless previously revoked, varied or renewed by the Company in general meeting), 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 of such an offer or agreement as if the authority conferred hereby had not expired.

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

THAT, subject to the passing of Resolution 1 above, the Directors be and they are hereby empowered, pursuant to sections 570 and 571 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 1 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:

(a) be limited to the allotment of Ordinary Shares pursuant to the Issue; and

(b) expire at the conclusion of the next AGM after the passing of this Resolution (unless previously revoked, varied or renewed by the Company in general meeting), save that the Company may, before such expiry, make an offer or agreement which would or

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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.

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

THAT, subject to the passing of Resolution 2 above and in substitution for all subsisting authorities to the extent unused (save for the authority granted pursuant to Resolution 3, above), the Directors be and they are hereby empowered, pursuant to sections 570 and 571 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 2 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:

(a) be limited to the allotment of equity securities up to an aggregate nominal amount of £437,351; and
(b) expire at the conclusion of the next AGM after the passing of this Resolution (unless previously revoked, varied or renewed by the Company in general meeting), 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.

5 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 CA 2006, to make market purchases (within the meaning of section 693(4) CA 2006) of Ordinary Shares on such terms and in such manner as the Directors shall from time to time determine, provided that:

(a) the maximum aggregate number of Ordinary Shares hereby authorised to be purchased is 14.99 per cent. of the Ordinary Shares in issue following Admission (as defined in the Prospectus) in substitution of any existing authority granted to the Directors to make market purchases;
(b) the minimum price (exclusive of expenses) which may be paid for an Ordinary Share is 1p;
(c) the maximum price (exclusive of expenses) which may be paid for an Ordinary Share is 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 for an Ordinary Share as derived from the London Stock Exchange Trading System;

(d) the authority hereby conferred shall expire at the conclusion of the next AGM after the passing of this Resolution 5 (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 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.

By Order of the Board,

26 September 2014

Heritage Administration Services Limited

Registered office: 27-28 Eastcastle Street London W1W 8DH

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Notes:

A member is entitled to appoint one or more proxies to exercise all or any of the member's rights to attend, speak and vote at the meeting. A proxy need not be a member of the Company but must attend the meeting for the member's vote to be counted. Details of how to appoint the Chairman of the meeting or another person as your proxy using the Form of Proxy are set out in the Notes to the Form of Proxy. If a member appoints more than one proxy to attend the meeting, each proxy must be appointed to exercise the rights attached to a different share or shares held by the member.
A Form of Proxy is provided with this Notice for members. If a member wishes to appoint more than one proxy and so requires additional Forms of Proxy, the member should contact Heritage Administration Services Limited on +44 2890 785 880. To be valid, the Form of Proxy and any power of attorney or other authority under which it is signed (or a notarially certified copy of such authority) must be received by post or (during normal business hours only) by hand at the Company's Registrars, Capita Asset Services, PXS1, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4ZF not less than 48 hours (excluding any part of a day that is a Saturday, Sunday or Bank Holiday) before the time of the holding of the meeting or any adjournment thereof. Completion and return of the Form of Proxy will not preclude members from attending and voting at the meeting should they wish to do so. Amended instructions must also be received by the Company's Registrars by the deadline for receipt of Forms of Proxy.
To change your proxy instructions simply submit a new Form of Proxy using the methods set out above and in the notes to the Form of Proxy. Note that the cut-off date and time for receipt of a Form of Proxy (see above) also apply in relation to amended instructions; any amended Form of Proxy received after the relevant cut-off date and time will be disregarded. If you submit more than one valid Form of Proxy, the Form of Proxy received last before the latest time for the receipt of Forms of Proxy will take precedence.
In order to revoke a proxy instruction you will need to inform the Company by sending a signed hard copy notice clearly stating your intention to revoke your proxy appointment to Company's Registrars. In the case of a member which is an individual the revocation notice must be under the hand of the appointer or of his attorney duly authorised in writing or in the case of a member which is a company, the revocation notice must be executed under its common seal or under the hand of an officer of the company or an attorney duly authorised. Any power of attorney or any other authority under which the revocation notice is signed (or a notarially certified copy of such power or authority) must be included with the revocation notice.
The revocation notice must be received before the time of the holding of the meeting or any adjournment thereof. If you attempt to revoke your proxy appointment but the revocation is received after the time specified then, subject to the paragraph directly below, your proxy appointment will remain valid.
Appointment of a proxy does not preclude you from attending the meeting and voting in person. If you have appointed a proxy and attend the meeting in person, your proxy appointment will automatically be terminated.
A copy of the Company's Articles will be available for inspection at the registered office of the Company at 27-28 Eastcastle Street, London W1W 8DH or otherwise available on request from the secretary of the Company, Heritage Administration Services Limited from the date of this notice until the time of the Meeting.
Any person receiving a copy of this Notice as a person nominated by a member to enjoy information rights under section 146 Companies Act 2006 (a Nominated Person) should note that the provisions in Notes 1 to 2 above concerning the appointment of a proxy or proxies to attend the meeting in place of a member, do not apply to a Nominated Person as only shareholders have the right to appoint a proxy. However, a Nominated Person may have a right under an agreement between the Nominated Person and the member by whom he or she was nominated to be appointed, or to have someone else appointed, as a proxy for the meeting. If a Nominated Person has no such proxy appointment right or does not wish to exercise it, he/she may have a right under such an agreement to give instructions to the member as to the exercise of voting rights at the meeting.
Nominated persons are reminded that their main point of contact in terms of their investment in the Company remains the member who nominated the Nominated Person to enjoy information rights (or, perhaps the custodian or broker who administers the investment on their behalf). Nominated Persons should continue to contact that member, custodian or broker (and not the Company) regarding any changes or queries relating to the Nominated Person's personal details and interest in the Company (including any administrative matter). The only exception to this is where the Company expressly requests a response from a Nominated Person.
Only those members registered on the register of members of the Company at 9.30 a.m. on 22 October 2014 (the Specified Time) (or, if the meeting is adjourned, at 48 hours before the time of the adjourned meeting) shall be entitled to attend and vote at the meeting in respect of the number of shares registered in their name at that time. Changes to the register of members after the relevant deadline shall be disregarded in determining the rights of any person to attend and vote at the meeting.
CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so for the meeting and any adjournment(s) thereof by using the procedures described in the CREST Manual. CREST personal members or other CREST sponsored members, and those CREST members who have appointed a voting service provider(s), should refer to their CREST sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf.
In order for a proxy appointment or instruction made using the CREST service to be valid, the appropriate CREST message (a CREST Proxy Instruction) must be properly authenticated in accordance with Euroclear UK & Ireland Limited's specifications and must contain the information required for such instruction, as described in the CREST Manual (available via www.euroclear.com http://www.euroclear.com/CREST). The message, regardless of whether it constitutes the appointment of a proxy, or is an amendment to the instruction given to a previously appointed proxy must, in order to be valid, be transmitted so as to be received by the issuer's agent (ID RA10) by the latest time(s) for receipt of proxy appointments specified in Note 2 above. For this purpose, the time of receipt will be taken to be the time (as determined by the time stamp applied to the message by the CREST Application Host) from which the issuer's agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. After this time, any change of instructions to proxies appointed through CREST should be communicated to the appointee through other means.
CREST members and, where applicable, their CREST sponsors or voting service providers should note that Euroclear UK & Ireland Limited does not make available special procedures in CREST for any particular messages. Normal system timings

and limitations will therefore apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member or sponsored member or has appointed a voting service provider(s), to procure that his CREST sponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In this connection, CREST members and, where applicable, their CREST sponsors or voting service providers are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings (www.euroclear.com/CREST).

14 The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001 (as amended).

15 Any corporation which is a member can appoint one or more corporate representatives who may exercise on its behalf all of its powers as a member provided that they do not do so in relation to the same shares.

16 As at 24 September 2014, being the latest practicable date prior to the printing of this Notice, the Company's issued capital consisted of 343,893,417 Ordinary Shares carrying one vote each. Therefore, the total voting rights in the Company as at 24 September 2014 are 343,893,417.

17 This Notice, together with information about the total numbers of shares in the Company in respect of which members are entitled to exercise voting rights at the meeting as at 24 September 2014, being the latest practicable date prior to the printing of this Notice will be available on the Company's website www.greencoat-ukwind.com.

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imprima — C110529

AI assistant

Greencoat UK Wind PLC — Capital/Financing Update 2014

5320_rns_2014-09-26_ef899516-5fa9-4985-97f8-78028863c713.pdf

CONTENTS

SUMMARY

RISK FACTORS

Introduction

Risks relating to changes in European Union and international policies on renewable energy

Risks relating to regulation and incentives of the renewable energy market in the UK

Risks relating to the sale price of electricity and associated benefits

Risks relating to changes in the electricity charging regime

Risks relating to the potential independence of Scotland

Risks relating to wind conditions

Risks relating to the Group's operation and maintenance contracts

Risks relating to the performance of equipment used in the operation of wind farms

Risks relating to untested nature of long term operational environment

Risks relating to the operational life-span of the wind turbines

Risks relating to maintaining the connections of offshore and onshore wind farms to the electricity transmission and distribution network

Risks relating to constraint or curtailment

Inflation/deflation

Dependence upon key individuals and generally upon management of the Investment Manager

Payments to the Investment Manager

Risks relating to the Investment Management Agreement

BIS Side Letter

Competition for Further Investments

Conflicts of interest

Risks relating to the Company's share price performance and target returns and dividends

Ability to finance Further Investments and enhance Net Asset Value growth

Risks relating to financial modelling

Risks relating to the Acquisition Agreements

Risks relating to purchasing wind farms

Risks relating to insurance

Major disaster

Risks relating to harm to the natural environment

Risks relating to environmental liabilities

Risks relating to health and safety

Market value of investments and valuations

Risks relating to control of investments

Risks relating to substantial shareholders in the Company

Liquidity

Dilution

Discount

Economic conditions

General counterparty risk

Risks relating to leverage of the Group

Past performance

Concentration risk

Costs forecasting and benchmarking

Legal and regulatory

Change in accounting standards, tax law and practice

Taxation risks

Chapter 4 of Part 24 Corporation Tax Act 2010

Exchange controls and withholding tax

United States (U.S.) Tax Withholding and Reporting under the Foreign Account Tax Compliance Act (FATCA)

IMPORTANT INFORMATION

Regulatory information

Investment considerations

Forward-looking statements

No incorporation of website

Presentation of information

Market, economic and industry data

Currency presentation

Latest Practicable Date

Definitions

Governing law

EXPECTED TIMETABLE AND ISSUE STATISTICS

The Proposals

Benefits of the Issue

Placing and Offer for Subscription

General Meeting

Admission and Dealings

Conditions of the Issue

Risk Factors and Further Information

Actions to be taken

Recommendation to Shareholders

Controlled exposure to power prices

Inflation linkage

Potential for future acquisitions

Independent Board and experienced Investment Manager

Investment policy

Greencoat UK Wind PLC Capital/Financing Update 2014