GRESHAM HOUSE ENERGY STORAGE FUND PLC — AGM Information 2020

Feb 27, 2020

The Companies Act 2006

A PUBLIC COMPANY LIMITED BY SHARES

RESOLUTIONS

of

GRESHAM HOUSE ENERGY STORAGE FUND PLC (the "Company")

Passed 27 February 2020

AT a General Meeting (the "Meeting") of the Company, duly convened and held on 27 February 2020, the following Resolutions were duly passed as an Ordinary Resolution and Special Resolutions.

RESOLUTIONS

Ordinary Resolution

1. 1. THAT, in addition to any subsisting authorities the Directors be and are hereby generally and unconditionally authorised in accordance with Section 551 of the Companies Act 2006 ("CA 2006") to exercise all powers of the Company to allot relevant securities (within the meaning of Section 551 of CA 2006) up to a maximum aggregate nominal amount of £300,000 being approximately 14.7 per cent. of the issued share capital as at 5 February 2020, and representing 30,000,000 ordinary shares of £0.01 each in the Company, provided that this authority shall expire at the conclusion of the annual general meeting of the Company to be held in 2020 unless previously renewed, varied or revoked by the Company in a general meeting, except 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 authority conferred hereby had not expired.

Special Resolution

• 1. THAT, in addition to any subsisting authorities, the Directors be and are hereby empowered pursuant to section 570 and section 573 of CA 2006 to allot equity securities (within the meaning of section 560 CA 2006) for cash pursuant to the authority conferred by resolution 1 set out in the Notice convening the Meeting, as if section 561(1) CA 2006 did not apply to any such allotment, provided that this power shall:
  2. (i) be limited to the allotment or sale of equity securities up to an aggregate nominal amount of £300,000 being approximately 14.7 per cent. of the issued share capital as at 5 February 2020, and representing 30,000,000 ordinary shares of £0.01 each in the Company; and

(U) expire at the conclusion of the next annual general meeting of the Company after the passing of this resolution, unless previously renewed, varied or revoked by the Company in a general meeting, except 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.

]TC (6K) Limited Company Secretary