Greencoat UK Wind : Form of Proxy

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MR SAM SAMPLE DESIGNATION (IF ANY) MR JOINT HOLDER 1 ADD1

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Attendance Card

Please bring this card with you to the Meeting and present it at Shareholder registration/accreditation.

Additional Holders:

ADDITIONAL HOLDER 1

ADDITIONAL HOLDER 2

ADDITIONAL HOLDER 3

ADDITIONAL HOLDER 4

The Chairman of Greencoat UK Wind PLC invites you to attend the Annual General Meeting of the Company to be held at

4th Floor, The Peak, 5 Wilton Road, Victoria, London, SW1V 1AN on 24 April 2024 at 2.00 pm.

Shareholder Reference Number

C1234567890

Please detach this portion before posting this proxy form.

Form of Proxy - Annual General Meeting to be held on 24 April 2024

@	Cast your Proxy online...It's fast, easy and secure!
www.investorcentre.co.uk/eproxy Control Number: 918910 SRN: C1234567890 PIN: 1234
	You will be asked to enter the Control Number, Shareholder Reference Number (SRN) and PIN shown above and agree to certain terms and conditions.
	View the Annual Report online: www.greencoat-ukwind.com

Register at www.investorcentre.co.uk - elect for ecommunications & manage your holding with ease!

To be effective, all proxy appointments must be lodged with the Company's Registrars at:

Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZY by 22 April 2024 at 2.00 pm.

Explanatory Notes:

1. Every holder has the right to appoint some other person(s) of their choice, who need not be a shareholder, as his proxy to exercise all or any of his rights, to attend, speak and vote on their behalf at the meeting. If you wish to appoint a person other than the chairman, please insert the name of your chosen proxy holder in the space provided see (reverse). If the proxy is being appointed in relation to less than your full voting entitlement, please enter in the box next to the proxy holder's name (see reverse) the number of shares in relation to which they are authorised to act as your proxy. If returned without an indication as to how the proxy shall vote on any particular matter, the proxy will exercise his discretion as to whether, and if so how, he votes (or if this proxy form has been issued in respect of a designated account for a shareholder, the proxy will exercise his discretion as to whether, and if so how, he votes).
2. To appoint more than one proxy, an additional proxy form(s) may be obtained by contacting the Registrar's helpline on 0370 702 0200 or you may photocopy this form. Please indicate in the box next to the proxy holder's name (see reverse) the number of shares in relation to which they are authorised to act as your proxy. Please also indicate by marking the box provided if the proxy instruction is one of multiple instructions being given. All forms must be signed and should be returned together in the same envelope.
3. The 'Vote Withheld' option overleaf is provided to enable you to abstain on any particular resolution. However, it should be noted that a 'Vote Withheld' is not a vote in law and will not be counted in the calculation of the proportion of the votes 'For' and 'Against' a resolution.
4. Pursuant to Regulation 41 of the Uncertificated Securities Regulations 2001, entitlement to attend and vote at the meeting and the number of votes which may be cast thereat will be determined by reference to the Register of Members of the Company at close of business on the day which is two days before the day of the meeting. Changes to entries on the Register of Members after that time shall be disregarded in determining the rights of any person to attend and vote at the meeting.
5. To appoint one or more proxies or to give an instruction to a proxy (whether previously appointed or otherwise) via the CREST system, CREST messages must be received by the issuer's agent (ID number 3RA50) not later than 48 hours before the time appointed for holding the meeting. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp generated by the CREST system) from which the issuer's agent is able to retrieve the message. The Company may treat as invalid a proxy appointment sent by CREST in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001 (as amended).
6. The above is how your address appears on the Register of Members. If this information is incorrect please ring the Registrar's helpline on 0370 702 0200 to request a change of address form or go to www.investorcentre.co.uk to use the online Investor Centre service.
7. Any alterations made to this form should be initialled.
8. The completion and return of this form will not preclude a member from attending the meeting and voting in person.

Kindly Note: This form is issued only to the addressee(s) and is specific to the	All Named Holders
unique designated account printed hereon. This personalised form is not transferable
MR A SAMPLE
between different: (i) account holders; or (ii) uniquely designated accounts. The
Company and Computershare Investor Services PLC accept no liability for any
instruction that does not comply with these conditions.	ADDITIONAL HOLDER 1
	ADDITIONAL HOLDER 2
	ADDITIONAL HOLDER 3
	ADDITIONAL HOLDER 4

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Form of Proxy

Please complete this box only if you wish to appoint a third party proxy other than the Chairman.

Please leave this box blank if you want to select the Chairman. Do not insert your own name(s).

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C1234567890

I/We hereby appoint the Chairman of the Meeting OR the person indicated in the box above as my/our proxy to attend, speak and vote in respect of my/our full voting entitlement* on my/our behalf at the Annual General Meeting of Greencoat UK Wind PLC to be held at 4th Floor, The Peak, 5 Wilton Road, Victoria, London, SW1V 1AN on 24 April 2024 at 2.00 pm, and at any adjourned meeting.

* For the appointment of more than one proxy, please refer to Explanatory Note 2 (see front).

Please use a black pen. Mark with an X

X

Please mark here to indicate that this proxy appointment is one of multiple appointments being made.

inside the box as shown in this example.

Ordinary Resolutions

The Board recommends shareholders to vote in favour of the following resolutions.

Vote

For

Against

Vote

For

Against Withheld

Withheld

1.

To receive the Report of the Directors and the audited

11. THAT, the Company's Articles of Association produced to the

accounts of the Company for the financial year ended

meeting and for the purpose of identification initialed by the

31 December 2023 together with the Independent Auditor's

Chairman of the meeting be adopted.

Report on those audited accounts.

Special Resolutions

The Board recommends shareholders to vote in favour of the following resolutions.

2.

To approve the Directors' Remuneration Report (other than the

12.

To grant the Directors authority to allot ordinary shares

part containing the Directors' Remuneration Policy) contained

pursuant to section 551 of the Companies Act 2006.

within the Annual Report and Accounts for the financial year

ended 31 December 2023.

13. Subject to Resolution 12 being passed, to disapply statutory

3.

To approve the Dividend Policy.

pre-emption rights (up to an aggregate nominal amount equal

to approximately 10% of the ordinary shares capital) in respect

of any ordinary shares allotted pursuant to Resolution 12.

4.

To re-appoint BDO LLP as auditor of the Company to hold

14.

Subject to Resolution 12 and 13 being passed, to disapply

office from the conclusion of this AGM until the conclusion of

additional statutory preemption rights (up to an aggregate

the next general meeting.

nominal amount equal to approximately 10% of the ordinary

5.

To authorise the Directors to determine the remuneration of

shares capital) in respect of any ordinary shares allotted

pursuant to Resolution 12 (which, together with the authority

BDO LLP.

under Resolution 13, is in aggregate approximately 20% of the

6.

To re-elect Lucinda Riches as a Director, retiring in accordance

ordinary share capital).

with the AIC Code.

15. THAT, the Company be and is hereby generally and

7.

To re-elect Caoimhe Giblin as a Director, retiring in accordance

unconditionally authorised for the purposes of section 701

Companies Act 2006, to make market purchases (within the

with the AIC Code.

meaning of section 693(4) CA 2006) of ordinary shares of one

penny each.

8.

To re-elect Nicholas Winser as a Director, retiring in

accordance with the AIC Code.

16. THAT, a general meeting of the Company, other than an AGM,

9.

To elect Jim Smith as a Director, retiring in accordance with

may be called on not less than 14 clear days' notice.

the AIC Code.

Special Resolution - Continuation Vote

The Board recommends shareholders to vote against the following resolution.

10.

To elect Abigail Rotheroe as a Director, retiring in accordance

17. THAT, the Company cease to continue its business as a

with the AIC Code.

closed-ended investment company.

I/We instruct my/our proxy as indicated on this form. Unless otherwise instructed the proxy may vote as he or she sees fit or abstain in relation to any business of the meeting.

Signature

Date

In the case of a corporation, this proxy must be given under its common seal or be signed on its behalf by an attorney or officer duly authorised, stating their capacity (e.g. director, secretary).

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