TIDMUKW

RNS Number : 7569J

Greencoat UK Wind PLC

28 April 2022

28 April 2022

Greencoat UK Wind plc

Results of AGM

The Company is pleased to announce that at the AGM held at 2.00 pm today, 28 April 2022, each of the Resolutions was duly passed without amendment.

In accordance with LR 9.6.18, details of those resolutions passed, which were not ordinary business of the AGM, follow:

 
                       In Favour                   Against         Withheld* 
                (including discretionary) 
 Resolution         Votes             %         Votes        %       Votes 
             -------------------  --------  ------------  ------  ----------- 
     11       1,551,507,948        90.00     172,396,966   10.00   192,281 
             -------------------  --------  ------------  ------  ----------- 
     12       1,534,677,952        89.02     189,208,022   10.98   214,221 
             -------------------  --------  ------------  ------  ----------- 
     13       1,722,426,634        99.92     1,451,856     0.08    221,705 
             -------------------  --------  ------------  ------  ----------- 
     14       1,709,396,465        99.95     937,443       0.05    13,766,287 
             -------------------  --------  ------------  ------  ----------- 
     15       1,716,599,421        99.57     7,394,952     0.43    85,339 
             -------------------  --------  ------------  ------  ----------- 
 

*A vote withheld is not a vote in law and is therefore not counted towards the proportion of votes "for" or "against" the Resolution.

The full wording of these resolutions can be found below: -

   11.     To consider and, if thought fit, to pass the following as an ordinary resolution: 

THAT , in substitution for all substituting authorities to the extent unused, the Directors be and they

are hereby generally and unconditionally authorised, in accordance with section 551 Companies Act

2006 ("CA 2006"), to exercise all the powers of the Company to allot ordinary shares of one penny

each in the capital of the Company and the grant rights to subscribe for, or to convert any security

into shares in the Company up to an aggregate nominal amount of GBP7,724,508.92.

The authority hereby conferred on the Directors shall expire at the conclusion of the next AGM of the

Company after the date of the passing of this resolution or 30 June 2023, whichever is the earlier,

save that under this authority the Company may, before such expiry, make offers or enter into

agreements 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 has not expired.

   12.     To consider and, if thought fit, to pass the following resolution as a special resolution: 

THAT , subject to the passing of Resolution 11 above, in substitution for all substituting authorities to

the extent unused, the Directors be and they are hereby authorised, pursuant to section 570 and

section 573 Companies Act 2006 ("CA 2006"), to allot equity securities (within the meaning of section 560 CA 2006) for cash either pursuant to the authority conferred by Resolution 11 or by way of a sale of treasury share, as if section 561(1) CA 2006 did not apply to any such allotment, provided that such authority shall be limited to:

(a) the allotment of Ordinary Shares for the purpose of satisfying the equity element of the Investment Manager's fee to be issued in accordance with the terms of the Investment Management Agreement; and

(b) the allotment (otherwise than under paragraph (a) of this Resolution 12) of Ordinary Shares up to an aggregate nominal amount of GBP2,317,352.68.

This authority shall expire at the conclusion of the next AGM of the Company after the passing of this

resolution or 30 June 2023, whichever is the earlier, save that the Company may, before such expiry,

make offers and enter into agreements which would or might require equity securities to be allotted

after such expiry and the Directors may allot equity securities in pursuance of such offers and

agreements as if the authority conferred hereby had not expired.

   13.     To consider and, if thought fit, to pass the following resolution as a special resolution: 

THAT , the Company be and is hereby generally and unconditionally authorised for the purposes of

section 701 Companies Act 2006 ("CA 2006"), to make market purchases (within the meaning of

section 693(4) CA 2006) of ordinary shares of one penny each in the capital of the Company

("Ordinary Shares") on such terms and in such manner as the Directors shall from time to time

determine, provided that:-

   (a)    the maximum number of Ordinary Shares hereby authorised to be purchased is 347,371,166.28; 

(b) the minimum price (exclusive of expenses) which may be paid for an Ordinary Share is one pence;

(c) the maximum price (exclusive of expenses) which may be paid for an Ordinary Share shall be not more than the higher of (i) an amount equal to 105 per cent. of the average of the middle market 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 on the trading venues where the purchase is carried out;

(d) the authority hereby conferred shall expire at the conclusion of the next AGM of the Company after the passing of this Resolution or 30 June 2023, whichever is the earlier (unless previously revoked, varied or renewed by the Company in general meeting prior to such time); and

(e) the Company may at any time prior to the expiry of such authority enter into a contract or contracts under which a purchase of Ordinary Shares under such authority will or may be completed or executed wholly or partly after the expiration of such authority and the Company may purchase Ordinary Shares in pursuance of any such contract or contracts as if the authority conferred hereby had not expired.

   14.       To consider and, if thought fit, to pass the following as an special resolution: 

THAT , the Company be and is hereby generally and unconditionally authorised to amend its

Investment Policy to remove the 40 per cent Gross Asset Value ("GAV") limit when investing in

offshore wind farms.

   15.       To consider and, if thought fit, to pass the following as an special resolution: 

THAT , that a general meeting of the Company, other than an AGM, may be called on not less than

14 clear days' notice.

The full text of each resolution and a summary of proxy votes received will shortly be available on the Company's website and will also be submitted to the National Storage Mechanism for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism .

For further information, please contact:

   Greencoat UK Wind PLC                                          020 7832 9425 

Stephen Lilley

Laurence Fumagalli

Tom Rayner

   Headland Consultancy                                                020 3805 4822 

Stephen Malthouse

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END

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April 28, 2022 10:41 ET (14:41 GMT)

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