REG - Greencoat Renewables - Result of AGM

Greencoat RenewablesAnnouncement

Yesterday 11:15

For best results when printing this announcement, please click on link below:
https://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20260507:nRSG4310Da&default-theme=true

RNS Number : 4310D  Greencoat Renewables PLC  07 May 2026

Greencoat Renewables PLC AGM Result

 

Dublin, London, Johannesburg 7 May 2026: Greencoat Renewables PLC ("Greencoat
Renewables" or the "Company") the renewable infrastructure company invested in
euro-dominated assets, is pleased to announce that at the Company's AGM held
at 9.30 am today, 7 May 2026, Resolutions 1 to 14 all passed with the
requisite majority and that shareholders supported the continuation of the
Company, Resolution 15.

 

The Board acknowledges that 0.83% of shareholders voted in favour of
discontinuing the Company, with a voter turnout of 60.41%.

 

All resolutions as set out in the Notice of AGM were voted on by way of poll
and the results were as follows:

 

             In Favour                       Against             Withheld*

             (including discretionary)
 Resolution  Votes           %               Votes        %      Votes
 1           669,728,852     99.68           2,156,340    0.32   23,271

 2 (a)       665,874,974     99.11           6,012,146    0.89   21,343

 2 (b)       650,781,226     96.86           21,105,900   3.14   21,337

 2 (c)       670,246,563     99.76           1,640,557    0.24   21,343

 2 (d)       670,249,200     99.76           1,637,926    0.24   21,337
 2 (e)       671,875,157     100             11,969       0      21,337
 3           671,870,460     100             18,939       0      19,064
 4           671,884,149     100             4,460        0      19,854
 5           665,612,762     99.07           6,276,027    0.93   19,674
 6           661,067,695     98.39           10,820,786   1.61   19,982
 7           648,158,258     96.47           23,730,223   3.53   19,982
 8           651,151,821     96.91           20,753,328   3.09   3,314
 9           666,605,316     99.21           5,284,133    0.79   19,014
 10          671,866,714     100             21,944       0      19,805
 11          666,585,175     99.21           5,299,052    0.79   24,236
 12          666,585,189     99.21           5,299,052    0.79   24,222
 13          671,864,558     100             19,683       0      24,222
 14          666,633,832     99.22           5,250,382    0.78   24,249
 15          9,064,388       1.35            662,816,460  98.65  27,615

 

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

 

The full wording of the resolutions, that were not ordinary business of the
AGM can be found below:-

 

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

 

5.          That the Directors be and are hereby generally and
unconditionally authorised, pursuant to Section 1021 of the Companies Act
2014, to exercise all of the powers of the Company to allot relevant
securities (within the meaning of the said Section 1021) up to an aggregate
nominal amount equal to €3,683,144. The authority hereby conferred shall
expire at the conclusion of the next annual general meeting of the Company
after the date of passing of this resolution or at the close of business on
the date which is 15 calendar months after the date of passing of this
resolution, whichever is earlier, unless previously renewed, varied or
revoked; provided that the Company may make an offer or agreement before the
expiry of the authority conferred by this Resolution which would or might
require relevant securities to be allotted after such authority has expired,
and the Directors may allot relevant securities in pursuance of such an offer
or agreement as if the power conferred by this resolution had not expired.

 

To consider and, if thought fit, to pass the following resolutions as special
resolutions:

 

6.  That the Directors be and are hereby empowered, pursuant to Sections 1022
and 1023(3) of the Companies Act 2014, to allot equity securities (within the
meaning of the said Section 1023(1)) for cash pursuant to the authority to
allot relevant securities conferred on the Directors by Resolution 5 of this
Notice of AGM as if Section 1022(1) did not apply to any such allotment, such
power being limited to:

 

a.   the allotment of equity securities in connection with any offer of
securities, open for a period fixed by the Directors, by way of rights issue,
open offer or otherwise in favour of the holders of equity securities and/or
any persons having or who may acquire a right to subscribe for equity
securities in the capital of the Company where the equity securities
respectively attributable to the interests of such holders are proportional
(as nearly as may reasonably be) to the respective number of equity securities
held by them, and subject thereto, the allotment by way of placing or
otherwise of any equity securities not taken up in such issue or offer to such
persons as the Directors may determine; and, generally, subject to such
exclusions or other arrangements as the Directors may deem necessary or
expedient in relation to legal or practical problems (including dealing with
any fractional entitlements and/or arising in respect of any oversees
Shareholders) under the laws of, or the requirements of any regulatory body or
stock exchange in, any territory; and

 

b.   the allotment of equity securities (otherwise than pursuant to
sub-paragraph (a) above) up to a nominal aggregate amount equal to
€1,104,943.

 

provided that such power shall expire at the conclusion of the next annual
general meeting of the Company after the date of passing of this resolution,
or at the close of business on the date which is 15 calendar months after the
date of passing of this resolution, whichever is the earlier, unless
previously varied, revoked or renewed, and provided further that the Company
may before such expiry make an offer or agreement which would or might require
equity securities to be allotted after such expiry and the Directors may allot
equity securities in pursuance of such offer or agreement as if the power
conferred hereby had not expired and provided further that, subject to and
with effect from the JSE Step-up (as defined in Resolution 10 below) becoming
effective, the allotment of equity securities for cash in terms of paragraph
(b) shall be subject to the JSE Listings Requirements (as defined in the
document of which this Notice forms part) and:

 

(i)       any such allotment must be of a class of ordinary shares in the
capital of the Company ("Ordinary Shares") already in issue or limited to such
securities or rights that are convertible into a class of Ordinary Share
already in issue;

(ii)      the equity securities must be issued to public shareholders, as
defined in the JSE Listings Requirements, and not to related parties, as
defined in the JSE Listings Requirements, provided that related parties may
participate in terms of a bookbuild process described in sub-paragraph (iii);

(iii)         related parties are permitted to participate through a
bookbuild process provided:

 

(A)related parties may only participate with a maximum bid price at which they
are prepared to take-up shares or at book close price. In the event of a
maximum bid price and the book closes at a higher price the relevant related
party will be "out of the book" and not be allocated shares; and

(B) Ordinary Shares must be allocated equitably "in the book" through the
bookbuild process and the measures to be applied must be disclosed in the
announcement launching the bookbuild;

 

(iv)        in the event of a sub-division or consolidation during the
authority period, the existing authority must be adjusted accordingly to
represent the same ratio;

(v)        the minimum price cannot be lower than 90% of the weighted
average traded price of an Ordinary Share calculated over the 30 business days
prior to the date that the price is agreed; and

(vi)       in the event that the Ordinary Shares that are allotted
represent, on a cumulative basis, within the period contemplated in this
resolution, 5% or more of the number of Ordinary Shares in issue prior to that
allotment, an announcement containing full details of such allotment shall be
published on SENS.

 

7.  That the Directors be and are hereby empowered, pursuant to Sections 1022
and 1023(3) of the Companies Act 2014 and in addition to the power conferred
by Resolution 6, to allot equity securities (within the meaning of the said
Section 1023(1)) for cash pursuant to the authority to allot relevant
securities conferred on the Directors by Resolution 5 of this Notice of AGM as
if Section 1022(1) did not apply to any such allotment, such power being
limited to the allotment of equity securities up to a nominal aggregate amount
equal to €1,104,943 provided that such power shall expire at the conclusion
of the next annual general meeting of the Company after the date of passing of
this resolution, or at the close of business on the date which is 15 calendar
months after the date of passing of this resolution, whichever is the earlier,
unless previously varied, revoked or renewed, and provided further that the
Company may before such expiry make an offer or agreement which would or might
require equity securities to be allotted after such expiry and the Directors
may allot equity securities in pursuance of such offer or agreement as if the
power conferred hereby had not expired and provided further that, subject to
and with effect from the JSE Step-up (as defined in Resolution 10 below)
becoming effective, the allotment of equity securities for cash in terms of
paragraph (b) shall be subject to the JSE Listings Requirements (as defined in
the document of which this Notice forms part) and:

 

(i)          any such allotment must be of a class of ordinary shares in
the capital of the Company ("Ordinary Shares") already in issue or limited to
such securities or rights that are convertible into a class of Ordinary Share
already in issue;

 

(ii)     the equity securities must be issued to public shareholders, as
defined in the JSE Listings Requirements, and not to related parties, as
defined in the JSE Listings Requirements, provided that related parties may
participate in terms of a bookbuild process described in sub-paragraph (iii)
below;

 

(iii)          related parties are permitted to participate through a
bookbuild process provided:

 

(A) related parties may only participate with a maximum bid price at which
they are prepared to take-up shares or at book close price. In the event of a
maximum bid price and the book closes at a higher price the relevant related
party will be "out of the book" and not be allocated shares; and

(B) Ordinary Shares must be allocated equitably "in the book" through the
bookbuild process and the measures to be applied must be disclosed in the
announcement launching the bookbuild;

 

(iv)       in the event of a sub-division or consolidation during the
authority period, the existing authority must be adjusted accordingly to
represent the same ratio;

 

(v)        the minimum price cannot be lower than 90% of the weighted
average traded price of an Ordinary Share calculated over the 30 business days
prior to the date that the price is agreed; and

 

(vi)        in the event that the Ordinary Shares that are allotted
represent, on a cumulative basis, within the period contemplated in this
resolution, 5% or more of the number of Ordinary Shares in issue prior to that
allotment, an announcement containing full details of such allotment shall be
published on SENS.

 

 

 

8.  That pursuant to Section 1074 of the Companies Act 2014, the Company and
any subsidiary of the Company be and they are each hereby generally authorised
to make market purchases or overseas market purchases (as defined by Section
1072 of that Act) of Ordinary Shares of €0.01 each in the capital of the
Company ("Ordinary Shares") on such terms and conditions and in such manner as
the Directors may determine from time to time; but subject however to the
provisions of that Act and to the following restrictions and provisions and,
subject to and with effect from the JSE Step-up becoming effective, the JSE
Listings Requirements (provided the restrictions and provisions of the JSE
Listings Requirements will not apply to the initial tranche of the Share
Repurchase Programme, up to a maximum aggregate consideration of €25
million) (the "JSE Step-up", "JSE Listings Requirements" and "Share Repurchase
Programme" each as defined in the document of which this Notice forms part)
and:

 

a.   the maximum number of Ordinary Shares authorised to be acquired shall
not exceed 14.99 per cent. of the ordinary share capital in issue in the
Company as at close of business on the date on which this resolution is passed
(it being noted that for purposes of the JSE Listings Requirements (if
applicable) that this amount can never exceed 20 per cent of the issued
ordinary share capital of the Company, excluding treasury shares, in any one
financial year);

 

b.   the minimum price (excluding expenses) which may be paid for any
Ordinary Share shall be an amount equal to the nominal value thereof;

 

c.    the maximum price (excluding expenses) which may be paid for any
Ordinary Share (a "Relevant Share") shall be the higher of:

 

i. 5 per cent. above the average market price of an Ordinary Share as
determined in accordance with this sub-paragraph (c); and

 

ii. the amount stipulated by Article 5(6) of Regulation No. 596/2014 of the
European Parliament and Council (or by any corresponding provision of
legislation replacing that regulation);

 

provided that, for purposes of the JSE Listings Requirements (if applicable),
the above amounts cannot be greater than an amount that is 10% above the
weighted average market value of the Ordinary Shares for the five business
days prior to the day the purchase is made and therefore should the higher of
the amounts in sub-paragraph (a) or (b), exceed same, they will be reduced to
comply with the JSE Listings Requirements. Where the average market value of
an Ordinary Share for the purpose of sub-paragraph (i) shall be the amount
equal to the average of the five amounts resulting from determining whichever
of the following ((A), (B) or (C) specified below) in respect of Ordinary
Shares shall be appropriate for each of the five business days immediately
preceding the day on which the Relevant Share is purchased as determined from
the information published by the trading venue where the purchase will be
carried out reporting the business done on each of those five days:

 

(A) if there shall be more than one dealing reported for the day, the average
of the prices at which such dealings took place; or

 

(B) if there shall be only one dealing reported for the day, the price at
which such dealing took place; or

 

(C) if there shall not be any dealing reported for the day, the average of the
closing bid and offer prices for the day,

 

and if there shall be only a bid (but not an offer) price or an offer (but not
a bid) price reported, or if there shall not be any bid or offer price
reported, for any particular day, that day shall not be treated as a business
day for the purposes of this sub-paragraph (c); provided that, if for any
reason it shall be impossible or impracticable to determine an appropriate
amount for any of those five days on the above basis, the Directors may, if
they think fit and having taken into account the prices at which recent
dealings in such shares have taken place, determine an amount for such day and
the amount so determined shall be deemed to be appropriate for that day for
the purposes of calculating the maximum price; and if the means of providing
the foregoing information as to dealings and prices by reference to which the
maximum price is to be determined is altered or is replaced by some other
means, then the maximum price shall be determined on the basis of the
equivalent information published by the relevant authority in relation to
dealings on Euronext Dublin, (subject to and with effect from the JSE Step-up
becoming effective), the Johannesburg Stock Exchange or its equivalent; and

 

d.   subject to and with effect from the JSE Step-up becoming effective, for
the purposes of complying with the JSE Listings Requirements, the following
additional restrictions shall apply to market purchases of Ordinary Shares:

 

(i)  the purchase of Ordinary Shares under this Resolution must continue to
be authorised by the Constitution of the Company and must comply with the
Companies Act 2014 of Ireland;

  (ii) the purchase of Ordinary Shares in terms of this Resolution shall be
effected through the order book operated by the relevant exchange and done
without any prior understanding or arrangement between the Company and the
counter party (reported trades are prohibited);

  (iii) the Company may only appoint one agent to make any repurchases;

 (iv) neither the Company or any subsidiary of the Company will effect market
purchases of Ordinary Shares during a prohibited period, as defined in the JSE
Listings Requirements, unless they have in place a repurchase programme which
complies with the JSE Listings Requirements and which has been submitted to
the JSE prior to the commencement of the prohibited period; and

 (v) an announcement must be published when the Company and its subsidiaries
have cumulatively purchased 3% of the number of Ordinary Shares in issue at
the time of granting this authority, and for each 3% in aggregate of the
initial number of that acquired thereafter;

e.    the authority conferred by this resolution shall expire on close of
business on the date of the next annual general meeting of the Company after
the date of passing this resolution or the date which is 15 calendar months
after the date of passing of this resolution (whichever is earlier), unless
previously varied, revoked or renewed in accordance with the provisions of
Section 1074 of the Companies Act 2014. The Company or any subsidiary may,
before such expiry, enter into a contract for the purchase of Ordinary Shares
which would or might be executed wholly or partly after such expiry and may
complete any such contract as if the authority conferred hereby had not
expired.

 

9.    THAT:

 

a.   subject to the passing of Resolution 8 above, for the purposes of
section 1078 of the Companies Act, the re-allotment price range at which any
treasury shares (as defined by the said Companies Act) for the time being held
by the Company may be re-allotted off-market as Ordinary Shares of €0.01
each of the Company ("Ordinary Shares") shall be as follows:

i.  the maximum price at which a treasury share may be re-allotted off-market
shall be an amount equal to 120 per cent. of the Appropriate Price; and

 

ii. the minimum price at which a treasury share may be re-allotted off-market
shall be an amount equal to 95 per cent. of the Appropriate Price;

 

b.   for the purposes of this resolution the expression "Appropriate Price"
shall mean the average of the five amounts resulting from determining
whichever of the following ((i), (ii) or (iii) specified below) in respect of
Ordinary Shares shall be appropriate for each of the five business days
immediately preceding the day on which such treasury share is re-allotted, as
determined from information published in the Euronext Dublin Daily Official
List (or any successor publication thereto or any equivalent publication for
securities admitted to trading on the Euronext Growth Market) reporting the
business done on each of those five business days:

 

i. if there shall be more than one dealing reported for the day, the average
of the prices at which such dealings took place; or

 

ii. if there shall be only one dealing reported for the day, the price at
which such dealing took place; or

 

iii.  if there shall not be any dealing reported for the day, the average of
the closing bid and offer prices for the day:

 

and if there shall be only a bid (but not an offer) price or an offer (but not
a bid) price reported, or if there shall not be any bid or offer price
reported, for any particular day, then that day shall not be treated as a
business day for the purposes of this sub-paragraph (b); provided that if for
any reason it shall be impossible or impracticable to determine an appropriate
amount for any of those five days on the above basis, the Directors may, if
they think fit and having taken into account the prices at which recent
dealings in such shares have taken place, determine an amount for such day and
the amount so determined shall be deemed to be appropriate for that day for
the purposes of calculating the Appropriate Price; and if the means of
providing the foregoing information as to dealings and prices by reference to
which the Appropriate Price is to be determined is altered or is replaced by
some other means, then the Appropriate Price shall be determined on the basis
of the equivalent information published by the relevant authority in relation
to dealings on Euronext Dublin or its equivalent; and

 

c.    the re-allotment of any treasury shares shall be done in accordance
with the provisions of the JSE Listings Requirements, which includes, from the
JSE Step-up becoming effective, that the minimum price cannot be lower than
90% of the weighted average traded price of an Ordinary Share calculated over
the 30 business days prior to the date that the price of the reissue is agreed
(should it be lower, then the minimum price will be 90% of the weighted
average traded price of an Ordinary Share calculated over the 30 business days
prior to the date that the price of the reissue is agreed); and

 

d.   the authority hereby conferred shall expire on close of business on the
date of the next annual general meeting of the Company after the date of
passing this resolution or the date which is 15 calendar months after the date
of passing of this resolution (whichever is earlier).

 

10. THAT, subject to and with effect from time that the ordinary shares of
the Company are admitted to listing on the Main Board of the Johannesburg
Stock Exchange (the "JSE Step-up"), the Articles of Association of the
Company, which have been signed by the Chairman of this AGM for identification
purposes and which have been available for inspection at the registered office
of the Company since the date of the Notice of this AGM, be approved and
adopted as the new Articles of Association of the Company to the exclusion of,
the existing Articles of Association of the Company.

 

To consider and, if thought fit, to pass the following resolutions as ordinary
resolutions:

 

11. THAT, subject to and with effect from time that the ordinary shares of
the Company are admitted to listing on the Main Board of the Johannesburg
Stock Exchange pursuant to the JSE Step-up, Resolution 6 is passed as an
ordinary resolution solely for the purpose of compliance with the JSE Listings
Requirements.

 

12. THAT, subject to and with effect from time that the ordinary shares of
the Company are admitted to listing on the Main Board of the Johannesburg
Stock Exchange pursuant to the JSE Step-up, Resolution 7 is passed as an
ordinary resolution solely for the purpose of compliance with the JSE Listings
Requirements.

 

13. THAT, subject to and with effect from time that the ordinary shares of
the Company are admitted to listing on the Main Board of the Johannesburg
Stock Exchange pursuant to the JSE Step-up, Resolution 8 is passed as an
ordinary resolution solely for the purpose of compliance with the JSE Listings
Requirements.

 

14. THAT, subject to and with effect from time that the ordinary shares of
the Company are admitted to listing on the Main Board of the Johannesburg
Stock Exchange pursuant to the JSE Step-up, Resolution 9 is passed as an
ordinary resolution solely for the purpose of compliance with the JSE Listings
Requirements.

 

SPECIAL BUSINESS - DISCONTINUATION VOTE

 

15.  THAT, the Company cease to continue in its present form.

 

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
(https://data.fca.org.uk/#/nsm/nationalstoragemechanism) .

 

            --- ENDS ---

 

            For further information on the Announcement, please
contact:

 

 Schroders Greencoat LLP (Investment Manager)
 Bertrand Gautier                                          +44 20 7832 9400

 Paul O'Donnell

 John Musk

 FTI Consulting (Investor Relations & Media)
 Melanie Farrell                                           +353 86 401 5250
 Conor Pierce                                              greencoat@fticonsulting.com (mailto:greencoat@fticonsulting.com)

 

About Greencoat Renewables PLC

Greencoat Renewables PLC is an investor in euro-denominated renewable energy
infrastructure assets. Initially focused solely on the acquisition and
management of operating wind farms in Ireland, the Company has expanded to
invest in wind and solar assets across other European countries with stable
and robust renewable energy frameworks. It has recently broadened its strategy
with the launch of a green digital infrastructure platform targeting renewably
powered data centre developments in Ireland and across Europe.

 

Greencoat Renewables is managed by Schroders Greencoat LLP, an experienced
investment manager in the listed renewable and energy infrastructure sector.

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
 or visit
www.rns.com (http://www.rns.com/)
.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
.   END  RAGKDLBBQELEBBX



            Copyright 2019 Regulatory News Service, all rights reserved