Compliance with Model Code

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

Compliance with Model Code

In accordance with Listing Rule 15.5.1R(4), the Company confirms that it is satisfied that all inside information which the Directors and the Company have leading up to the announcement of the half yearly results for the half year ended 31 March, 2016 has been notified to a Regulatory Information Service ("RIS").

The Company is therefore exempt during the close period from the provisions of the Model Code in respect of dealings by persons disclosing managerial responsibilities and purchase of its own securities. If, in the period leading up to the announcement of the half yearly results, the Directors or the Company come into possession of any inside information, this will be notified to a RIS before any such transactions are undertaken.

The close period to which this notification relates is in respect of the half year ended 31 March, 2016.

Nariman Ghandhi

For and on behalf of

BNP Paribas Secretarial Services Limited

Company Secretary

Tel: 020 7410 5971

20 JUNE, 2016