A5 Proxy EXTRAORDINARY GENERAL MEETING OF GREENKO GROUP PLC (THE 'COMPANY') FORM OF PROXY

I/we, the undersigned, being a member(s) of the Company Name(s) in Full

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(BLOCK CAPITALS PLEASE)


hereby appoint the Chairman of the Meeting

or Name of Proxy Number of shares proxy is appointed over


as my/our proxy (see note 3) for the purposes of considering and, if thought fit, to vote for me/us on my/our behalf at the Extraordinary General Meeting of the Company to be held at 12.00 noon on 9 November 2015, and at any adjournment thereof, in the following manner:


Resolutions

For*

Against*

Withheld*

1. That the sale by the Company of all of the issued shares in Greenko Mauritius held by the Company and all of the Company's Cash (as defined within the circular issued by the Company on 19 October 2015 and to which the notice of extraordinary general meeting is attached (the 'Circular')) and the Share Application Monies (as defined within the Circular) (the 'Disposal') to Greenko Energy Holdings in accordance with the terms and subject to the conditions summarised in the Circular be and is hereby approved and the directors of the Company (or a committee of the directors) be and are hereby authorised to waive, amend, vary or extend any of the terms of the Sale and Purchase Agreement (as defined within the Circular) (provided that any such waiver, amendment, variation or extension is not material) and to do all things as the directors of the Company (or a committee of the directors) may consider at their sole discretion to be necessary or desirable to implement and give effect to, or otherwise in connection with, the Disposal and any matters incidental to the Disposal.

2. That, conditional upon the passing of Resolution 1, and completion of the Disposal, the Company's investing policy, as set out in paragraph 7 of the chairman's letter set out in the Circular, be approved.

* Please indicate by marking 'X' in the appropriate space how you wish your vote to be cast


As WITNESS my/our hands this............................................................. day of ........................................ 2015 Signature ............................................................................................................................................................

Notes:

  1. If this form is returned without any indication as to how the person appointed as proxy shall vote, he or she will exercise his or her discretion as to how he or she votes or whether he or she abstains from voting.

  2. This form of proxy, duly signed, and any power of attorney or other authority (if any) under which it is executed, or a copy of such authority certified notarially, must be deposited by personal delivery, post or facsimile transmission at the offices of IQE Limited, Merchants House, 24 North Quay, Douglas, Isle of Man, IM1 4LE no less than 48 hours before the time fixed for holding the meeting or an adjourned meeting and an instrument of proxy not deposited, delivered or received in a manner so permitted shall be invalid.

  3. A member may appoint a proxy of his or her own choice by deleting the reference to the Chairman and inserting the name of his or her proxy in the space provided. A proxy need not be a member of the Company but must attend the meeting in person to represent the member. If the box next to the proxy holder's name is left blank, your proxy will be deemed to be authorised in respect of all your shares.

  4. A corporation should complete this form under its common seal or under the hand of a duly authorised officer or attorney.

  5. If two or more persons are joint holders of a share, then in voting on any question the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders. For this purpose seniority shall be determined by the order in which the names of the holders stand in the Register.

  6. 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 the resolution.


Perivan Financial Print 238032



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IQE Limited Merchants House

24 North Quay Douglas

Isle of Man IM1 4LE

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