OPG POWER VENTURES PLC

AGM Information • Sep 29, 2017

Registered No: 117232C

THE COMPANIES ACTS 1931 TO 2004

PUBLIC COMPANY LIMITED BY SHARES

RESOLUTIONS

OF

KSK POWER VENTUR PLC ("the Company")

At the ANNUAL GENERAL MEETING of the Company, duly convened and held at First Names House, Victoria Road, Douglas, Isle of Man IM2 4DF on 29 September 2017 the following resolutions were proposed and duly passed:-

SPECIAL RESOLUTIONS

• 1. That the Company generally be and is hereby authorised to make market purchases of its own ordinary shares provided that:
• (i) the maximum number of ordinary shares hereby authorised to be purchased is 17,530,860 which represents 10% of the Company's issued share capital as at the date of this notice;
• (ii) the minimum price which may be paid for such ordinary shares is the nominal amount thereof;
• (iii) the maximum price (exclusive of expenses) which may be paid for such ordinary shares shall be 5 per cent above the average of the middle market quotations taken from the Daily Official List of the London Stock Exchange for the five business days before the purchase is made;
• (iv) the authority hereby conferred shall (unless previously renewed or revoked) expire on the earlier of the next annual general meeting of the Company and the date which is eighteen months after the date on which this resolution is passed; and
• (v) the Company may make a contract to purchase its own ordinary shares under the authority hereby conferred prior to the expiry of such authority which will or may be executed wholly or partly after the expiry of such authority and may make a purchase of its own ordinary shares in pursuance of any such contract.
• 1. To approve the disapplication of the provisions of Article 5.2 of the Articles of Association of the Company to the issue of ordinary shares up to an aggregate number of 18,453,536 ordinary shares, representing 10 per cent of the enlarged share capital of the Company, at such prices, to such persons, on such terms and at such times as the Directors of the Company may from time to time determine in their discretion, such disapplication to expire on the earlier of the next annual general meeting of the Company and 15 months after the date on which this resolution is passed.
• 1. That the Articles of Association of the Company be altered by deleting the present Article 151 and substituting the following new Article 151 therefor:

"151. Accounts to be sent to members

A copy of the Directors' and Auditors' reports accompanied by copies of the annual accounts (including every document required by law to be comprised in them or annexed or attached to them) shall not less than 21 clear days before the meeting before which they are to be laid, be delivered, sent by post or sent by Electronic Communication (to an address for the time being notified by a member to the Company for the purpose of receiving such documents by Electronic Communication) to every member and holder of debentures of the Company and to the Auditors and to every other person who is entitled to receive notice of general meetings. However, this Article shall not require a copy of those documents to be sent to any person who under the provisions of these Articles is not entitled to receive notices from the Company or of whose address the Company is unaware or to any holder of debentures of whose address the Company is unaware or to more than one of the joint holders of any shares or debentures. Any member to whom such documents are sent shall be entitled to receive a further copy, free of charge, on application at the Office. If all or any of the shares in or debentures of the Company are listed or dealt in on any stock exchange, there shall at the same time be forwarded to the secretary of that stock exchange such number of copies of each of those documents as the regulations of that stock exchange may require."

Richard Vanderplank

Company Secretary 29 September 2017