Confirmation of put option arrangements

Greenko Group plc

("Greenko" or the "Company")

Confirmation of put option arrangements and issue of US$4 million of subsidiary preference shares

As set out in the Company's audited accounts for the year ended 31 March 2011, the Company has amended and restated the put option it has in place with Global Environment Emerging Markets Fund III L.P, ("Global") which was originally entered into in November 2009 (the "Put Option").

As a consequence, the preference shares in Greenko's subsidiary Greenko Mauritius ("Preference Shares") held by Global are treated in Greenko's accounts under IFRS as equity rather than debt.

Closing documentation for the amendment to the Put Option and the issue of certain warrants to GEEMF enabling GEEMF to subscribe for additional Preference Shares pursuant to the terms of the Warrant Instrument (together the "Transaction") has now been completed. The Transaction is a related party transaction for the purposes of the AIM Rules for Companies. The directors of Greenko consider, having consulted with Arden Partners plc, that the terms of the Transaction are fair and reasonable insofar as the Company's shareholders are concerned.

-Ends-

Further details are set out in Note 13.3 "Issuance of Preference Shares" in the Company's 2011 Report and Accounts and in the appendix below.

Enquiries:

Greenko Group plc

Anil Chalamalasetty +91 (0)98 4964 3333

Mahesh Kolli +91 (0)99 4958 6332

Tim Bowen, Investors Relations +44 (0) 7973 668818

Arden Partners plc (Nomad and broker) +44 (0)20 7614 5900

Richard Day

Adrian Trimmings

Tavistock Communications +44 (0)20 7920 3150

Matt Ridsdale

Mike Bartlett

Appendix

Under the original terms of the Global transaction, Global subscribed US$46.26 million for 36,369,551 Preference Shares, through its wholly owned subsidiary GEEMF III GK Holdings MU, ("GEEMF"). At completion of the Global transaction, the Preference Shares represented 29.99 per cent. of the issued share capital of Greenko Mauritius and now, due to subsequent institutional placings by Greenko, represent 17.06 per cent. of Greenko Mauritius' share capital . The Preference Shares are redeemable in the event of a sale or delisting and are convertible into Greenko Mauritius ordinary shares (at the option of Global) but do not provide for interest payments or any right to a fixed dividend.

Global had the option, in certain circumstances, to swap their Preference Shares for, in aggregate, 29,124,371 new ordinary shares of Greenko (which would equal 17.06 per cent. of Greenko's enlarged issued share capital) pursuant to the terms of the Put Option. The Put Option was exercisable from 1 January 2013 (or earlier on the occurrence of certain triggering events) until the earlier of 30 June 2017 or, inter alia, a sale or listing of Greenko Energies Private Limited ("GEPL"). In addition, under certain circumstances, Global was entitled to a variable number of new ordinary shares of Greenko ("Ordinary Shares") to provide Global with certain minimum returns.

Greenko and Global clarified pursuant to the terms of a deed of variation relating to the Put Option dated 2 December 2011 that Global shall be entitled to a variable number of Ordinary Shares to give Global a 16 per cent. return on its investment only on a delisting or if a default events occurs.

In consideration of Global consenting to the amendments to the Put Option, Greenko Mauritius has: (i) issued GEEMF US$4 million of warrants enabling GEEMF to subscribe for additional Preference Shares, exercisable until 2 June 2013 at a strike price equivalent to £2.25 per Ordinary Share pursuant to the terms of a warrant instrument entered into by Greenko Mauritius on 2 December 2011 (the "Warrant Instrument"). The additional Preference Shares will, assuming full exercise of the warrants and no prior adjustment event, be capable of being exchanged for 1,077,441 additional Ordinary Shares pursuant to the terms of the amended Put Option; and (ii) amended its articles of association so that, on a liquidation of Greenko Mauritius, holders of Preference Shares shall receive a 16 per cent. return on their subscription price.