GRESHAM HOUSE ENERGY STORAGE FUND PLC — AGM Information 2020

Jul 6, 2020

Company number 11535957

ORDINARY AND SPECIAL RESOLUTIONS

of

GRESHAM HOUSE ENERGY STORAGE FUND PLC (Company)

Passed on 30 June 2020

At an Annual General Meeting of the Company duly convened and held on Tuesday, 30 June 2020, at 10.00 am the following resolutions were duly passed as special resolutions.

AS SPECIAL BUSINESS TO CONSIDER AND, IF THOUGHT FIT, RESOLVE THE FOLLOWING:

• 11) THAT, the investment policy of the Company be amended as described in the circular accompanying this Notice of Annual General Meeting, a copy of which will be signed for the purpose of identification by the Chair of the meeting, so that the investment policy, as so amended, be and is hereby approved with immediate effect as the Company's investment policy in substitution for and to the exclusion of the existing investment policy.
• 12) THAT, in accordance with section 551 of the Companies Act 2006 (the "Companies Act"), the Directors be generally and unconditionally authorised to exercise all powers of the Company to allot "relevant securities" (within the meaning of section 551 of the Companies Act) up to an aggregate nominal amount of £234,270.65, being 10% of the issued share capital as at 4 June 2020, and representing 23,427,065 ordinary shares of £0.01 each in the Company ("Ordinary Shares"), with such authority to:
• a) expire on 30 September 2021 or, if earlier, the date of the next annual general meeting of the Company unless previously renewed, varied or revoked by the Company in general meeting, save that the Company may, at any time prior to the expiry of such power, make an offer or enter into an agreement which would or might require relevant securities to be allotted or sold from treasury after the expiry of such power and the Directors may allot or sell relevant securities from treasury in pursuance of such an offer or agreement as if such power had not expired; and

• b) revoke and replace all existing but unexercised authorities granted to the Directors to allot relevant securities but without prejudice to any allotment of relevant securities or grant of rights already made, offered or agreed to be made pursuant to such authorities.

• 13) THAT, subject to the passing of resolution 12, in accordance with section 551 of the Companies Act, the Directors be generally and unconditionally authorised to exercise all powers of the Company to allot relevant securities up to an aggregate nominal amount of £234,270.65, being 10% of the issued share capital as at 4 June 2020, and representing 23,427,065 Ordinary Shares with such authority to:

• a) be in addition to the authority granted pursuant to resolution 12 above;
• b) expire on 30 September 2021 or, if earlier, the date of the next annual general meeting of the Company unless previously renewed, varied or revoked by the Company in general meeting, save that the Company may, at any time prior to the expiry of such power, make an offer or enter into an agreement which would or might require relevant securities to be allotted or sold from treasury after the expiry of such power and the Directors may allot or sell relevant securities from treasury in pursuance of such an offer or agreement as if such power had not expired.
• 14) THAT, subject to the passing of resolution 12, the Directors be generally and unconditionally authorised to allot equity securities (as defined in section 560(1) of the Companies Act) for cash pursuant to the authority conferred by resolution 12 and/or to sell Ordinary Shares held by the Company as treasury shares as if section 561(1) of the Companies Act did not apply to any such allotment or sale, provided that this power shall:
• a) be limited to the allotment or sale of equity securities up to an aggregate nominal amount of £234,270.65 (being 10% of the issued share capital of the Company as at 4 June 2020 and representing 23,427,065 ordinary shares of £0.01 each in the Company); and
• b) expire on 30 September 2021 or, if earlier, at the conclusion of the next annual general meeting of the Company (unless previously renewed, varied or revoked by the Company in general meeting), save that the Company may, at any time prior to the expiry of such power, make an offer or enter into an agreement which would or might require equity securities to be allotted or sold from treasury after the expiry of such power and the Directors may allot or sell ordinary shares from treasury in pursuance of such an offer or agreement as if such power had not expired.
• 15) THAT, subject to the passing of resolutions 12, 13 and 14, the Directors be generally and unconditionally authorised to allot equity securities (as defined in section 560(1) of the Companies Act) for cash under the authority conferred by resolution 13 and/or to sell Ordinary Shares held by the Company as treasury shares as if section 561(1) of the Companies Act did not apply to any such allotment or sale, provided that this power shall:

• a) be in addition to the power granted pursuant to resolution 14 above;

• b) be limited to the allotment or sale of equity securities up to an aggregate nominal amount of £234,270.65 (being 10% of the issued share capital of the Company as at 4 June 2020 and representing 23,427,065 ordinary shares of £0.01 each in the Company); and

• c) expire on 30 September 2021 or, if earlier, at the conclusion of the next annual general meeting of the Company (unless previously renewed, varied or revoked by the Company in general meeting), save that the Company may, at any time prior to the expiry of such power, make an offer or enter into an agreement which would or might require equity securities to be allotted or sold from treasury after the expiry of such power and the Directors may allot or sell ordinary shares from treasury in pursuance of such an offer or agreement as if such power had not expired.
• 16) THAT the Company be and is hereby generally and unconditionally authorised for the purposes of section 701 of the Companies Act to make one or more market purchases (within the meaning of section 693(4) of the Companies Act) of ordinary shares of £0.01 each in the capital of the Company (either for retention as treasury shares for future reissue, resale, transfer or cancellation), provided that:
• a) the maximum aggregate number of Ordinary Shares that may be purchased is 35,117,170;
• b) the minimum price (excluding expenses) which may be paid for each Ordinary Share is £0.01;
• c) the maximum price (excluding expenses) which may be paid for each Ordinary Share is an amount equal to the higher of:
  • i) 105% of the average of the middle market quotations for an Ordinary Share in the Company for the five business days immediately preceding the day on which that Ordinary Share is purchased; and
  • ii) the higher of:
  • a. the price of the last independent trade of an ordinary share on the Specialist Fund Segment of the London Stock Exchange; and
  • b. the highest current independent bid for an ordinary share on the Specialist Fund Segment of the London Stock Exchange; and
• d) the authority shall expire on 30 September 2021 or, if earlier, at the conclusion of the Company's next annual general meeting, unless such authority is renewed, varied or revoked prior to that time and save that the Company may, before the expiry of the authority granted by this resolution, enter into a contract to purchase Ordinary Shares which will or may be executed wholly or partly after the expiry of such authority.

17) THAT a general meeting, other than an annual general meeting, may be called on not less than 14 clear days' notice provided that this authority shall expire on 30 September 2021 or, if earlier, at the conclusion of the Company's next annual general meeting.

Signed: …….......................................

Will Cameron for an on behalf of JTC (UK) Limited as Company Secretary 30 June 2020