Circ re. Adoption of New Articles of Association

ECOFIN WATER & POWER OPPORTUNITIES PLC (the "Company")

PROPOSED ADOPTION OF NEW ARTICLES OF ASSOCIATION

The Company today announces that it is seeking Shareholder approval for the adoption of new articles of association (the "New Articles") which will be updated to include certain new provisions which the Alternative Investment Fund Manager Directive (the "AIFM Directive") contemplates should be addressed in an alternative investment fund's constitutional documents.

A circular is being posted to Shareholders today to provide the background to, and reasons for, the proposed adoption of the New Articles, which will require the approval of Shareholders in general meeting.

In view of the requirement under the AIFM Directive for the Company to appoint a depositary prior to 22 July, 2014, the Board believes the New Articles should be adopted as soon as possible. Accordingly, the Board has decided to use the authority granted at this year's Annual General Meeting to convene the General Meeting on 14 clear days' notice.

The General Meeting will be held on 9 July, 2014 at 10.00 a.m. and notice convening the General Meeting is set out in the circular.

A copy of the circular will shortly be submitted to the National Storage Mechanism and will be available for inspection at www.morningstar.co.uk/uk/NSM. The circular is also available on Ecofin Limited's website at www.ecofin.co.uk.

Enquiries:

Elspeth Dick 

Ecofin Limited

Investment Manager

Tel: 020 7451 2929

BNP Paribas Secretarial Services Limited

Company Secretary 

Tel: 020 7410 5971

23 JUNE, 2014