Final Results Announcement

LEI: 213800ZPBBK8H51RX165

27 February 2025

GREENCOAT UK WIND PLC 

(the "Company")

Greencoat UK Wind PLC reports results for the year ended 31 December 2024

Greencoat UK Wind PLC today announces the final results for the year to 31 December 2024 as below.

These results were approved by the Board of Directors on 26 February 2025.

Greencoat UK Wind PLC is the leading listed renewable infrastructure fund, invested in UK wind farms. The Company's aim is to provide investors with an annual dividend that increases in line with RPI inflation while preserving the capital value of its investment portfolio in the long term on a real basis through reinvestment of excess cashflow over the long term.

The Company provides investors with the opportunity to participate directly in the ownership of UK wind farms, so increasing the resources and capital dedicated to the deployment of renewable energy and the reduction of greenhouse gas emissions.

2024 Highlights

Performance

· Net cash generation (Group and wind farm SPVs) was £278.7 million.

· The Group's investments generated 5,484GWh of renewable electricity.

Capital allocation

· The Company declared total dividends of 10 pence per share with respect to the year and is targeting a dividend of 10.35 pence per share for 2025 (increased in line with December 2024 RPI).

· The Company bought back 59.2 million of its own shares at an average cost of 137 pence per share.

· Accretive acquisition of a further 15.6 per cent interest in Kype Muir Extension wind farm for £14.25 million from available cash and divestment of 40 per cent interests in Douglas West and Dalquhandy wind farms for £41 million.

· Further share buyback programme announced of £100 million over the next 12 months, taking the total amount committed by the Company to share buybacks to £200 million.

Balance sheet

· Oversubscribed debt refinancing with existing lenders, which reduced the Company's RCF to £400 million, and refinanced £325 million of near maturing term debt with £425 million of term debt on 5-7 year tenors.

· Aggregate Group Debt of £2,244 million as at 31 December 2024, equivalent to 39.7 per cent of GAV.

Key Metrics

Commenting on today's results, Lucinda Riches, Chairman of Greencoat UK Wind, said:

"The Board and the Investment Manager recognise that this has been a challenging year for investors, but have been working hard to drive shareholder value through proactive actions and continued active asset management. Despite lower portfolio generation for the year, cash generation has remained strong at £279m. Over the next five years we expect to generate over £1 billion in excess cashflow, and additional capital should be available through further opportunistic disposals, providing optionality for capital allocation and shareholder returns.

"Notwithstanding the current market conditions, our simple, low risk and proven model remains highly attractive. We have a sizeable and diverse portfolio of high quality assets and are well positioned to help deliver the UK government's net zero ambitions. We are continuing to deliver net returns to investors of 10% on NAV, and we remain confident in our ability to continue to meet our objectives of dividend growth in line with RPI and capital preservation over the longer term."

Annual report

A copy of the annual report has been submitted to the National Storage Mechanism and will shortly be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism. The annual report will also shortly be available on the Company's website at www.greencoat-ukwind.com where further information on the Company can also be found.

Details of the conference call for analysts and investors:

There will be a conference call at 8.30am today for analysts and investors. Analysts and investors can register and watch the event at: 

https://www.netroadshow.com/events/login?show=f8d7cd58&confId=77520

Presentation materials will be posted on the Company's website, www.greencoat-ukwind.com, from 8.30am.

For further information, please contact:

Greencoat UK Wind PLC 020 7832 9425

Stephen Lilley

Matt Ridley

Headland Consultancy  020 3805 4822

Stephen Malthouse

Rob Walker

Charlie Twigg

About Greencoat UK Wind

Greencoat UK Wind PLC is the leading listed renewable infrastructure fund, invested in UK wind farms. The Company's aim is to provide investors with an annual dividend that increases in line with RPI inflation while preserving the capital value of its investment portfolio in the long term on a real basis through reinvestment of excess cash flow.

The Company provides investors with the opportunity to participate directly in the ownership of UK wind farms, so increasing the resources and capital dedicated to the deployment of renewable energy and the reduction of greenhouse gas emissions.

Defining Characteristics

Greencoat UK Wind PLC was designed for investors from first principles to be simple, transparent and low risk.

· The Group is invested solely in UK wind farms.

· Wind is the most mature and largest scale renewable technology in the UK.

· The UK has a long established regulatory regime, high wind resource and over £100 billion worth of wind farms in operation.

· The Group is wholly independent and thus avoids conflicts of interests in its investment decisions.

· The independent Board is actively involved in key investment decisions and in monitoring the efficient operation of the assets, and works in conjunction with the most experienced investment management team in the sector.

· Low gearing is important to ensure a high level of cash flow stability and higher tolerance to downside sensitivities.

· The Group invests in sterling assets and thus does not incur material currency risk.

Chairman's Statement

I am pleased to present the Annual Report of Greencoat UK Wind PLC for the year ended 31 December 2024.

The Board and the Investment Manager recognise that this has been a challending year for shareholders and have been working hard to continue to maximise value for shareholders. .

In July we saw the election of a government that is committed to delivering a net zero electricity grid by 2030, which requires the sector to grow two to threefold over the next decade. As the leading financial owner of operational UK wind farms, we are well positioned to be a part of this transformation.

Our net generating capacity is 2GW and last year we generated 5.5TWh of renewable electricity, approximately 2 per cent of the UK's electricity demand.

During 2024, the portfolio generated sufficient electricity to power 2.0 million homes and avoided CO2 emissions of approximately 2.2 millions tonnes through the displacement of thermal generation.

Performance

Portfolio generation for the year was 5,484GWh, 13 per cent below budget owing to low wind and lower availability, with a notable export cable failure at Hornsea 1 in the first half of the year.

Despite lower than budgeted output, net cash generated by the Group and wind farm SPVs was £279 million and underlying dividend cover for the period was 1.3x on £221 million of dividends paid in the year, normalised for the additional dividend of 1.23 pence per share paid in early 2024 for 2023.

With the final dividend for the year, our investors will have received £1,215 million of dividends since listing and reinvested £935 million of excess cash flow generation.

Dividends and Returns

Declared dividends for the year total 10 pence per share, with the fourth and final quarterly dividend of 2.50 pence per share to be paid on 28 February 2025.

With our continuing strong cash flow and dividend cover we can confidently target a dividend of 10.35 pence per share with respect to 2025, increased in line with December's RPI of 3.5 per cent.

NAV decreased by 12.9 pence per share to 151.2 pence per share, with the most significant movements from power price forecasts, largely seen in the first half, and the results of wind yield analysis, announced with the Q4 NAV on 29 January 2025. As a result of the decrease in the Company's NAV, its TSR for the year ending 31 December 2024 was -8.6 per cent.

Equity markets have continued to be challenging throughout the year, with particular difficulties for investment trusts. Whilst interest rates have started to fall, longer term gilt rates have risen towards the end of year and outflows from the UK stock market have continued, resulting in a reduction in the share price during the year. Some progress has been made to address cost disclosure rules, which have served as an investment disincentive for wealth and retail investors in alternative investment trusts, but a final resolution and implementation has yet to arrive.

The Company has maintained its discount rates at higher levels, with the forecast return to investors being 10 per cent return on NAV (net of all costs). This includes reinvestment of excess cash generation (dividend cover) in addition to the dividends paid. At the share price on 31 December 2024, the return to shareholders is 12.5 per cent. Given the nature of the Company's business, we believe that this return compares well with the 10 year gilt rate, which was 4.5 per cent immediately prior to the date of this report.

Since listing, aggregate historical dividend cover of 1.8x, emanating from a higher return, has enabled the Company to reinvest and grow its NAV considerably more than its peers in addition to generating a higher dividend yield.

Investment and divestment

During the year, we invested £14.25 million into a further 15.6 per cent interest in Kype Muir Extension from free cash flow, increasing the Group's stake in the wind farm to 65.5 per cent. In December, we completed our first disposals, generating £41 million from the sale of 40 per cent interests in Dalquhandy and Douglas West wind farms. These divestments were made at their prevailing NAVs. Proceeds were used to buy back shares and reduce the Company's drawn Revolving Credit Facility (RCF).

The Company has, and will continue, to deliver on its objectives by allocating its capital wisely and to the advantage of its shareholders. The Company has bought back over £100 million of its shares at a discount to NAV since October 2023. Over the next five years, the Company expects that its excess cash generation will exceed £1 billion, and that additional capital will be available through further prudent disposals. The Company will has initiated a further share buy back programme of £100 million. Remaining excess capital will be applied dynamically and allocated between further, or accelerated, share buy backs and repaying debt to reduce the Company's gearing level.

Outlook and Strategy

Wind continues to be the most mature and widely deployed renewable energy technology in the UK (30 per cent of GB electricity generation in 2024).

The change in government during the year has resulted in a significant increase in aspirations for the wind sector and for renewable generation in general. Were the government's targets of doubling onshore and triple offshore wind capacity to be realised by 2030, we estimate an additional £175 billion of investment would be needed.

The Company continues to support the UK Government's commitment to achieve Net Zero by 2050 through acquiring operational wind farms and thereby allowing developers and utilities to recycle their capital into further renewable energy projects, and by demonstrating the attractive long term returns in the industry through our prudent management of wind farms, thereby reducing the cost of capital.

Demand for green electrons continues to strengthen further. The continuing decarbonisation of transport and heating through electrification, as well as green hydrogen production, will require a further 30TWh of renewable electricity per annum by 2030. This represents approximately one tenth of the UK's current annual electrical demand and approximately five times the Group's current annual electrical output.

Our Investment Objective has remained unchanged over the last 12 years since listing: to provide shareholders with an annual dividend that increases in line with RPI inflation while preserving the capital value of the investment portfolio in real terms. Since listing, the dividend has been increased by more than RPI, given the 14.2% increase in 2024, although currently NAV has grown by slightly less than RPI.

Our objective has been achieved through a focused strategy of investing only in wind farms and only in the UK while maintaining a balanced exposure to power prices. Our intention remains to adhere to this core strategy, which we believe will continue to generate market leading returns for investors.

The Company is investing in a mature and growing market, and the Board believes that there should continue to be further opportunities for investments that are beneficial to shareholders.

The Company regularly reviews its capital allocation policy by considering a range of options to optimise returns to shareholders. In addition to increasing the dividend by more than RPI, and making an additional dividend payment of £29 million in early 2024, the Company has been buying back shares since October 2023. During 2024, the Company bought back 59.2 million shares and at the date of this report has bought back 73.5 million shares at an average cost of 136.8 pence per share.

The Company maintains a disciplined approach to acquisitions, only investing when it is considered to be in the interests of shareholders to do so. During 2024, the Company made an accretive £14.25m follow-on investment in Kype Muir Extension, which offered shareholders better value than an additional buyback of the Company's shares. We continue to pursue opportunistic disposals with a view to generating further capital for allocation to the advantage of the Company's shareholders.

Through strong cash flow and dividend cover, coupled with our disciplined approach to capital allocation, we are confident in our ability to continue to meet the objectives of dividend growth in line with RPI and long term capital preservation in real terms.

Health and Safety and the Environment

As a responsible investor in operating wind farms, the Company takes its health and safety responsibilities very seriously. We work with our Investment Manager to promote the highest standard of health, safety and environmental management practices in managing our portfolio of investments. Detailed key performance indicators and the results of audits are regularly reviewed by the Board and action taken where necessary. We continue to monitor the standards maintained by the operators of our wind farm investments, to ensure that these are at least in line with the wider industry, while seeking continuous improvement.

Climate Change and Sustainability

As a Company investing in wind farms, our strategy and activities naturally make a positive contribution towards the worldwide goal of achieving a net zero carbon emissions economy and limiting global warming to 1.5°C. The Company also considers the recommendations of the Taskforce for Climate-related Financial Disclosures ("TCFD"). Detailed disclosures can be found in the Strategic Report.

The Company is an Article 9 fund under the EU Sustainable Financial Disclosure Regulation ("SFDR"). The Company's Investment Policy supports the environmental objective of climate change mitigation that helps to facilitate the transition to a low carbon economy. The Company will continue to provide periodic reporting as required under Article 9 of the SFDR in its Annual Report.

In 2024, following an assessment of the final FCA Sustainability Disclosure Requirement ("SDR") rules by the Investment Manager, the Board approved the adoption of the Sustainability Focus label, reflecting the Company's Investment Objective to invest mostly in operating wind farms. Through investing in wind farms, the Company generates renewable electricity that helps to facilitate the transition to a low carbon economy and contributes to the environmental objective of climate change mitigation.

The Board, Governance and Executive Management

On 1 March 2024, Abigail Rotheroe joined the Board. Abigail brought with her extensive experience in the investment and asset management industry, with a focus on ESG.

On 1 February 2025, Taraneh Azad joined the Board. Taraneh brings with her experience in global energy markets and strategic insight into sustainability and energy transition.

Both Abigail and Taraneh bring experience that complements and broadens the skillset of the Board.

At the Company's AGM on 24 April 2024, Martin McAdam retired from the Company and on behalf of the Board, I would like to thank him for his services as a non-executive Director since his appointment in 2015 and for his wisdom and insight.

The annual internal evaluation of the Board raised no significant issues. The Group's governance is further described in the Corporate Governance Report.

We have also announced that Stephen Lilley will be stepping down from leading the Investment Manager after the AGM on 24 April 2025 . At that point, Matt Ridley will be joined by Steve Packwood, as investment managers of the Company. The Board would like to thank Stephen for his vision, judgement and unwavering commitment to list, manage and grow the Company over the last 12 years and look forward to continuing to work alongside Matt and Steve as the Company continues to develop.

We also recently announced that we have agreed a change in the way that we remunerate the Investment Manager. Given that the shares have traded at a discount for some time now, we believed that it was appropriate that the Investment Management fee was linked to the value of the shares managed, so we changed the basis of remuneration to the lower of market capitalisation and NAV. This change took effect at the beginning of 2025. In addition to fostering even stronger alignment with the Company's shareholders, the revision in fee structure demonstrates sector leadership and strong corporate governance.

The Board and Investment Manager are keen to demonstrate their commitment to making the right decisions for shareholders.

Annual General Meeting

At the AGM on 24 April 2024, the Company held a Continuation Vote as a consequence of trading at an average discount to NAV of 10.5 per cent over the 12 month period ending 31 December 2023, with 11 per cent of shareholders voting in favour of discontinuation, therefore, the resolution confirmed continuation. I reiterate my gratitude to shareholders for their continued support of the Company on behalf of the Board and the Investment Manager.

Given the shares have traded at a discount greater than 10 per cent on average during 2024, a continuation vote with also be held at the AGM, which will take place at 4pm on 24 April 2025 at the office of the Investment Manager.

Details of the formal business of the meeting are set out in a separate circular which is sent to shareholders with the Annual Report.

Lucinda Riches C.B.E.

Chairman

26 February 2025

Investment Manager's Report

The Investment Manager

The investment management team covers all the skills and experience required to manage the Group: investment, ownership, finance and operation. The Investment Manager is authorised and regulated by the Financial Conduct Authority and is a full scope UK AIFM.

The team is led by Stephen Lilley and Matt Ridley.

As part of a phased succession process from the Company's founders, Stephen Lilley will be stepping down after the AGM on 24 April 2025. Matt Ridley will be joined by Steve Packwood as investment managers of the business.

Steve brings a broad experience in the renewables industry including the development, construction, financing and operations of wind farms across Europe.

The other key figures in the Investment Manager's team dedicated to managing the Company remain unchanged, and the majority of the team have been involved in the management of the Group for over 6 years. The investment management team has breadth and depth, with core competencies across investment, asset management and finance, and is supported by the 120 strong wider team within the Investment Manager.

Investment Portfolio

As at 31 December 2024, the Group owned investments in a diversified portfolio of 49 operating UK wind farms totalling 1,983MW.

Asset Management

The Group operates a sizeable and diverse portfolio of 49 assets with net generating capacity of 2GW. The Investment Manager has an experienced and specialist asset management team, which has expanded considerably as the portfolio has grown. The team focuses on the safe and optimal performance of the Group's assets, as well as ensuring the delivery of the Company's long term investment case. The team continues to move forward several key initiatives to optimise the performance of the Group's assets, creating long term value for shareholders. Initiatives include, for instance, lease extensions, turbine performance upgrades, and revenue and operating cost optimisation. Together these initiatives have, since 2016, added approximately £143 million to NAV.

Operating and Financial Performance

Portfolio generation in the year was 5,484GWh, 13 per cent below budget owing to low wind.

The following table shows wind speed and portfolio generation since IPO:

(1) Current year and historical figures updated against an updated 20 year average long term mean.

(2).Current year and historical budget figures adjusted to reflect current P50 figures.

The portfolio's generating budget is a long term (30 years) estimation. The annual standard deviation of wind speed is 6 per cent and the annual standard deviation of generation is 10 per cent (less than 2 per cent over 30 years).

The Company periodically reviews the portfolio's energy yield estimates and decided to harmonise the data set used in long term wind speed correlation in conjunction with an expert third party. This has also added a number of recent years to the correlation data which, as can been seen in the table above, are lower than long term average UK wind speeds. This has served to lower the long term average, resulting in a 2.4 per cent reduction in long term generation expectations.

Net cash generated by the Group and wind farm SPVs was £278.7 million and dividend cover for the year was 1.3x.

(1) Alternative Performance Measure as defined below.

(2) Includes net cash acquired and disposed.

(3) Dividends adjusted by £28,601k for additional dividends paid to bring the 2023 dividend to 10 pence per share.

The following tables provide further detail in relation to net cash generation of £278.7 million:

1 Alternative Performance Measure as defined below.

1 Alternative Performance Measure as defined below.

2 Consolidated Statement of Cash Flows.

3 Includes net cash acquired and disposed.

4 Note 11 to the Consolidated Financial Statements.

5 £7,725k facility arrangement fees plus £1,216k professional fees plus £3,374k swap termination fees less £3,594k income on swap termination per Note 13 to the Consolidated Financial Statements.

Investment and Gearing

The Investment Manager believes that there should continue to be further opportunities for investments that are beneficial to shareholders in the medium and long term. The Company will maintain its disciplined approach to acquisitions, and, at present, expects only to invest in further assets when it is considered to be more accretive than buying back shares, or repaying debt.

The Company continued its £100 million share buyback programme, having now repurchased 65.8 million shares as of 31 December 2024, at an average cost of 138 pence per share. The Company will initiate a further share buyback programme of at least £100 million. Remaining excess capital will be applied dynamically and allocated between further, or accelerated, share buybacks and repaying debt to reduce the Company's gearing level

The Company recently announced its first disposal of a 40 per cent stake in Dalquhandy and Douglas West, and continues to progress other selective disposals, with the aim of generating further capital to deploy to the advantage of its shareholders. In the near term, any disposal proceeds would be expected to repay the Company's RCF.

As at 31 December 2024, Aggregate Group Debt was £2,244 million, comprising £1,464 million(1) of term debt at Company level, £270 million drawn under the Company's RCF plus £510 million being the Group's share of limited recourse debt in Hornsea 1. Cash balances (Group and wind farm SPVs) as at 31 December 2024 were £155 million.

1 Term debt comprises £1,490 million of loan facilities less £26 million relating to the fair value of interest rate swaps held at Group level.

Gearing as at 31 December 2024 was 39.7 per cent of GAV, with a weighted cost of debt of 4.68 per cent across a spread of maturities (November 2026 to March 2036):

(1) Term debt comprises £1,490 million of loan facilities less £26 million relating to the fair value of interest rate swaps held at Group level.

(2) Facility pays SONIA as variable rate.

(3) Virgin Money debt tranche hedged with Barclays swap.

(4) AXA debt tranche hedged with an NAB swap.

(5) Reflecting the fair value of debt at SPV level, which is not included in the Consolidated Statement of Financial Position.

The Group completed a £725 million refinancing of its RCF and near maturing term loans in September 2024 with its existing set of lenders. The process also involved migrating all lenders to a Common Terms Agreement, which provides the Group with a consistent set of terms across its facilities.

The Company reduced the size of its RCF to £400 million (down from £600 million), of which £270 million was drawn at 31 December 2024 and refinanced £325 million of term loans that were due to expire between November 2024 and May 2026. The Company's next maturing term facility expires in November 2026.

As part of the debt refinancing, the Company migrated its interest rate swaps to Holdco. As a result, the Company is no longer required to cash collateralise against any unfavourable positions of its interest rates swaps, which was beneficial to the Company's use of capital. A further consequence is that the Group must now reflect the fair value of its interest rate swaps in its Aggregate Group Debt for its NAV calculation as well as within its loans and borrowings on its Consolidated Statement of Financial Position.

Net Asset Value

The following table sets out the movement in NAV from 31 December 2023 to 31 December 2024:

(1) Includes annual budget updates and debt refinancing cashflows.

Reconciliation of Statutory Net Assets to Reported NAV

(1) Includes limited recourse debt of £510 million at Hornsea 1, not included in the Consolidated Statement of Financial Position.

Health and Safety and the Environment

Health and safety is of key importance to both the Company and the Investment Manager.

The Investment Manager is an active member of SafetyOn, the UK's leading health and safety focused organisation for the onshore wind industry. The Investment Manager also has its own health and safety forum, chaired by Stephen Lilley, where best practice is discussed and key learnings from incidents across the industry are shared.

During the year, routine health and safety audits were conducted across 13 sites by an independent consultant. In addition, the Investment Manager undertook 44 safety walks. No material areas of concern were identified from all audits and safety walks performed in the year.

The Company has continued to contribute to local community funds and to invest in a range of local environmental and social projects. In addition, the Company has funded a £250,000 programme to advance knowledge on blade recycling and repurposing. During the year, the 'Added Value Coatings' research project concluded and identified that successful grinding of recycled materials could be added to new turbine materials without compromising the physical properties of the blades.

During 2024, the portfolio powered approximately 2.0 millions homes and avoided the emission of approximately 2.2 millions tonnes of CO2.

Power Price

Long term power price forecasts are provided by a leading market consultant, updated quarterly, and may be adjusted by the Investment Manager where more conservative assumptions are considered appropriate. Short term power price assumptions reflect the forward curve as at 31 December 2024.

A discount of 10-20 per cent is applied to power price assumptions in all years to reflect the fact that wind generation typically captures a lower price than the base load power price. During the year, the portfolio captured an average price of £64.64/MWh versus an average N2EX index price of £72.45/MWh (11 per cent discount).

In addition to the above capture discount, a further discount is applied to reflect the terms of each PPA. The price of some PPAs is expressed as a percentage of a given price index, whereas other PPAs include a fixed £/MWh discount to the price index. Other PPAs pay a fixed £/MWh price for power.

The following table and chart show the assumed power price (post capture discount, pre PPA discount) and also the price post a representative PPA discount (90 per cent x index price).

The portfolio benefits from a substantial fixed revenue base. Furthermore, most fixed revenues are index linked (RPI in the case of ROCs, CPI in the case of CFDs).

The fixed revenue base means that dividend cover is robust in the face of extreme downside power price sensitivities:

All numbers illustrative. Power prices real 2023, pre PPA discount.

The Group's strategy remains to maintain an appropriate balance between fixed and merchant revenue. To the extent that merchant revenues were to increase as a proportion of total revenues then new fixed price PPAs would be entered into. However, it is likely that an appropriate revenue balance would be maintained through the acquisition of new fixed revenue streams (for example, offshore wind CFD assets) or divestment of merchant assets.

The Company notes that in December, the Government published an Autumn Update on REMA. Policy choices are expected to be made by mid-2025, and the central issue is whether to adopt either a zonal electricity market design, or to re-design the current national market. The Government has previously stated that the implementation of either choice would take up to 5 years and there is continued recognition that investor confidence must be maintained through any reforms.

The Company has successfully navigated changes to the electricity market, including the introduction of the CFD regime, the Capacity Market and the Electricity Generation Levy and continues to be an active participant in reform discussions. The Company, and other leading investors in the sector, continue to reinforce to the Government the importance of investor confidence in the sector.

Inflation

Base case assumptions in relation to inflation are:

CPI: 2.5 per cent (all years)

RPI: 3.5 per cent (2025-2030), 2.5 per cent (2031 onwards)

The ROC price is inflated annually from 1 April each year based on the previous year's average RPI. For example, on 1 April 2025, the ROC price will increase by 3.6 per cent (average RPI over 2024).

CFD prices are also inflated annually from 1 April each year. However, in the case of CFDs, the price is inflated based on January CPI. For example, on 1 April 2025, CFD prices will increase by 3.0 per cent (January 2025 CPI).

Given the explicit inflation linkage of a substantial proportion of portfolio revenue (ROCs, CFDs, certain PPAs) and the implicit inflation linkage inherent in power prices, there is a strong link between inflation and portfolio return.

Returns

The levered portfolio IRR stands at 11 per cent. Given that the Company's ongoing charges ratio is less than 1 per cent, the net return to investors is thus 10 per cent (assuming investment at a share price equal to NAV - the return is greater assuming investment at a share price below NAV).

A 10 per cent inflation linked return should be very attractive versus other investment opportunities. The Company's 12 year track record demonstrates relatively low volatility and the historical and projected dividend cover is robust. By investing in operating UK wind farms (that are higher returning than European or solar generation assets, and lower risk than batteries or development assets), the Company aims to continue to generate consistent superior risk adjusted returns.

A total return of 10 per cent and a dividend yield of 6 per cent would imply NAV growth of 4 per cent. The total return is more important than the dividend yield, which depends on the chosen dividend policy (the Company could choose a different combination of dividend yield and NAV growth).

Excess cash generation (dividend cover) is reinvested to drive NAV growth. Therefore, the size of dividend cover is important; it is not just a question of "covered or not covered". The business model is self funding and does not rely on further equity issuance.

Since IPO, aggregate historical dividend cover has been 1.8x and the Group has reinvested £935 million to deliver long term growth in NAV on a real basis.

The chart below shows NAV per share versus RPI:

Outlook

The Group expects to continue generating strong cashflow and dividend cover. Coupled with opportunistic disposals, the Group expects to have over £1 billion of capital to allocate over the next five years to enable it to grow its dividend in line with RPI and to provide long term capital preservation in real terms.

Whilst the Group maintains a disciplined approach to acquisitions, the size of the market it operates in is expected to continue to grow. There are currently approximately 31GW (over £100 billion) of operating UK wind farms (16GW onshore plus 15GW offshore). The Group's market share is approximately 6 per cent.

In December the Government published the Clean Power 2030 Action Plan, which sets out its delivery plan to accelerate to a clean electricity grid by 2030. One of the stated goals is a twofold increase in onshore wind capacity and a fourfold increase in offshore wind capacity by 2030. The market opportunity therefore remains vast.

The portfolio is robust in the face of downside power price sensitivities and remains exposed to significant upside (power prices, asset life extension, asset optimisation, new revenue streams, interest rate cycle etc). The levered portfolio IRR of 11 per cent and net return to investors of 10 per cent (at NAV) should be very attractive versus other investment opportunities.

Given the leading market position of the Group and the Investment Manager, there is no shortage of investment opportunities, further fuelled by the challenging fundraising environment affecting all buyers (in both public and private markets). The Company will continue to review its capital allocation policy and will assess new acquisitions in this light.

In general, the outlook for the Group is extremely encouraging.

Strategic Report

Introduction

The Directors present their Strategic Report for the year ended 31 December 2024. Details of the Directors who held office during the year and as at the date of this report are given below.

Investment Objective

The Company's aim is to provide investors with an annual dividend that increases in line with RPI inflation while preserving the capital value of its investment portfolio in the long term on a real basis through reinvestment of excess cash flow.

The Company provides investors with the opportunity to participate directly in the ownership of UK wind farms, so increasing the resources and capital dedicated to the deployment of renewable energy and the reduction of greenhouse gas emissions.

The target return to investors is an IRR, net of fees and expenses, of 10 per cent. As a result of the Company's prospects, strong balance sheet and cash flow generation, the Board decided to increase the 2025 target dividend to 10.35 pence per share, which represents a 3.5 per cent increase above the target dividend for 2024 and is in line with than December 2024 RPI. The Board also decided to pay a 2.5 pence per share dividend for Q4 2024, bringing the 2024 full year dividend to 10 pence per share.

Progress on the objectives is measured by reference to the key metrics as provided above.

Investment Policy

The Group invests in UK wind farms predominantly with a capacity of over 10MW.

Low gearing ensures that the annual dividend is sufficiently protected against lower power prices. This means that the Group also has the ability to benefit from higher power prices as it is not required to enter into long term fixed price contracts.

The Group generally uses debt to make additional investments and intends to continue to use short term debt facilities to make further investments, where appropriate. The Group will look to repay its short term debt facilities by refinancing them with longer term debt facilities or in the equity markets in order to refresh its debt capacity. The Group will look to repay its short term debt facilities with proceeds from disposing of investments. While debt facilities are drawn, the Group benefits from an increase in investor returns because borrowing costs are below the underlying return on investments.

The Board believes that there is a significant market in which the Group can continue to grow over the next few years.

Capital Allocation

The Company regularly reviews its capital allocation policy by considering a range of options to optimise returns to shareholders. In January 2025, as part of this consideration, the Company announced an increase in its annual dividend target for 2025 to 10.35 pence per share, in line with December's RPI of 3.5 per cent. The dividend with respect to the final quarter

of the year will be 2.5 pence per share, taking the annual dividend for 2024 to 10 pence per share.

Through its share buyback programme, the Company bought back 59.2 million shares during the year at an average cost of 137 pence per share.

In September 2024, the Company refinanced £725 million of its debt facilities and reduced its RCF to £400 million, with a lower margin of 1.5 per cent. Additionally, the Company refinanced £325 million of near maturing term loans in addition to placing £100 million of new term debt, resulting in a weighted average cost of debt 4.68 per cent across all facilities.

The Company maintains a disciplined approach to acquisitions and disposals, only transacting when it is considered to be in the interests of shareholders to do so. With the Company's share price continuing to trade at a discount to NAV, the alternatives for capital allocation warrant significant consideration.

Structure

The Company is a UK registered investment company with a premium listing on the London Stock Exchange. The Group comprises the Company and Holdco. Holdco invests in SPVs which hold the underlying wind farm assets. The Group employs Schroders Greencoat LLP as its Investment Manager.

Discount Control

The Articles of Association require a continuation vote by shareholders if the share price were to trade at an average discount to NAV of 10 per cent or more over a 12 month period. This vote was put to shareholders at the AGM on 24 April 2024 and the Company received 88.69 per cent support in continuing in its current form.

During the year, the Company's shares have traded at an average discount to NAV of 14 per cent. In accordance with the Company's Articles of Association, a continuation vote will be proposed at the 2025 AGM. 

It is the intention of the Board for the Company to buy back its own shares in the market through its £100 million share buyback programme if the share price continues to trade at a material discount to NAV, providing that it is in the interests of shareholders to do so.

Review of Business and Future Outlook

A detailed discussion of individual asset performance and a review of the business in the year together with future outlook are covered in the Investment Manager's Report.

Key Performance Indicators

The Board believes that the key metrics detailed above, which are typical for investment entities, will provide shareholders with sufficient information to assess how effectively the Group is meeting its objectives.

Ongoing Charges

The ongoing charges ratio of the Company is 0.95 per cent of the weighted average NAV for the year to 31 December 2024. This is made up as follows and has been calculated using the AIC recommended methodology.

(1) Other ongoing expenses do not include £1,907k of management and administration fees relating to the wind farm SPVs that is recharged to them, £1,153k of broken deal and project costs, and £386k of other non recurring costs.

If the Company's share price trades at 20 per cent discount to its reported NAV, the 2025 ongoing charges ratio is expected to be 0.81 per cent.

The Investment Manager is not paid any performance or acquisition fees.

Employees and Officers of the Company

The Company does not have any employees and therefore employee policies are not required. The Directors of the Company are listed below.

Principal Risks and Uncertainties

In the normal course of business, each investee company has a rigorous risk management framework with a comprehensive risk register that is reviewed and updated regularly and approved by its board. The principal risks identified by the Board to the performance of the Group are detailed below.

The Board maintains a risk matrix setting out the risks affecting both the Group and the investee companies. This risk matrix is reviewed and updated at least annually to ensure that procedures are in place to identify principal risks and to mitigate and minimise the impact of those risks should they crystallise. This risk matrix is also reviewed and updated to identify emerging risks, such as climate related risks, and to determine whether any actions are required. This enables the Board to carry out a robust assessment of the risks facing the Group, including those risks that would threaten its business model, future performance, solvency or liquidity.

The risk appetite of the Group is considered in light of the principal risks and their alignment with the Company's Investment Objective. The Board considers the risk appetite of the Group and the Company's adherence to the Investment Policy in the context of the regulatory environment taking into account, inter alia, gearing and financing risk, wind resource risk, the level of exposure to power prices and environmental and health and safety risks.

As it is not possible to eliminate risks completely, the purpose of the Group's risk management policies and procedures is to reduce risks and to ensure the Group is adequately prepared to respond to such risks and minimise any impact should they materialise.

The spread of assets within the portfolio ensures that the portfolio benefits from a diversified wind resource and spreads the exposure to a number of potential technical risks associated with grid connections and with local distribution and national transmission networks. In addition, the portfolio includes 6 different turbine manufacturers, which diversifies technology and maintenance risks. Finally, each site contains a number of individual turbines, the performance of which is largely independent of other turbines.

Risks Affecting the Group

The ability of the Group to achieve the Company's Investment Objective depends heavily on the experience of the management team within the Investment Manager and more generally on the Investment Manager's ability to attract and retain suitable staff. The sustained growth of the Group depends upon the ability of the Investment Manager to identify, select and execute further investments which offer the potential for satisfactory returns.

The Investment Management Agreement includes key man provisions which would require the Investment Manager to employ alternative staff with similar experience relating to investment, ownership, financing and management of wind farms should any key man cease to be employed by the Investment Manager. The Investment Management Agreement ensures that no investments are made following the loss of key men until suitable replacements are found and there are provisions for a reduction in the investment management fee during the loss period. It also outlines the process for key man replacement with the Board's approval. In addition, the key men are shareholders in the Company.

The Investment Manager is one of Europe's leading renewable investment managers, which employs over 120 professionals and has c.£10 billion of assets under management. The Investment Manager is 75 per cent owned by Schroders Group PLC, founded over 200 years ago, and managing over £777 billion of assets (as of 30 September 2024) with over 6,000 staff globally.

The Group will finance further investments either by borrowing or by issuing further shares in addition to its cash resources. The ability of the Group to deliver expected real NAV growth is dependent on access to debt facilities and equity capital markets. There can be no assurance

that the Group will be able to borrow additional amounts or refinance on reasonable terms or that there will be a market for further raising of equity.

Higher interest rates could persist, making the listed infrastructure asset class relatively less attractive to investors. In such circumstances, it is likely that discount rates would be adjusted to maintain a suitable premium over increased risk free rates.

Risks Affecting Investee Companies

If a change in Government renewable energy policy were applied retrospectively to current operating projects including those in the Group's portfolio, this could adversely impact the market price for renewable energy or the value of the green benefits earned from generating renewable energy. The Government has evolved the regulatory framework for new projects being developed but has consistently stood behind the framework that supports operating projects as it understands the need to ensure investors can trust regulation.

Other things being equal, a decline in the market price of electricity would reduce the investee companies' revenues.

The Group's dividend policy has been designed to withstand significant short term variability in power prices. A longer period of power price decline would materially affect the revenues of investee companies.

Wind Resource

The investee companies' revenues are dependent upon wind conditions, which will vary across seasons and years within statistical parameters. The standard deviation of energy production is 10 per cent over a 12 month period (less than 2 per cent over 30 years). Since long term variability is low, there is no significant diversification benefit to be gained from geographical diversification across weather systems.

The Group does not have any control over the wind resource but has designed its dividend policy such that it can withstand significant short term variability in production relating to wind. Before investment, the Group carries out extensive due diligence and relevant historical wind data is available over a substantial period of time. The other component of wind energy

generation, a wind farm's ability to turn wind into electricity, is mitigated by purchasing wind farms, where possible, with a proven operating track record.

When acquiring wind farms that have only recently entered into operation, only limited operational data is available. In these instances, the acquisition agreements with the vendors of these wind farms will include a ''wind energy true-up'' or an appropriate discount to the purchase price.

Asset Life

In the event that the wind turbines do not operate for the period of time assumed by the Group or require higher than expected maintenance expenditure to do so, it could have a material adverse effect on investment returns.

The Group performs regular reviews and ensures that maintenance is performed on all wind turbines across the wind farm portfolio. Regular maintenance ensures the wind turbines are in good working order, consistent with their expected life-spans.

The physical location, operation and maintenance of wind farms may, if inadequately assessed and managed, pose health and safety risks to those involved. Inappropriate wind farm operation and maintenance may result in bodily injury, particularly if an individual were to fall from height, fall or be crushed in transit from a vessel to an offshore installation or be electrocuted. If an accident were to occur in relation to one or more of the Group's investments and if the Group were deemed to be at fault, the Group could be liable for damages or compensation to the extent such loss is not covered by insurance policies. In addition, adverse publicity or reputational damage could follow.

The Board reviews health and safety at each of its scheduled Board meetings and Jim Smith serves as the appointed Health and Safety Director. The Group also engages an independent health and safety consultant to ensure the ongoing appropriateness of its health and safety policies.

The investee companies comply with all regulatory and planning conditions relating to the environment, including in relation to noise emissions, habitat management and waste disposal.

Going Concern

As further detailed in note 1 to the financial statements, the Directors have a reasonable expectation that the Company and the Group have adequate resources to continue in operational existence from the date of approval of this report to at least February 2026.

The Board note that the Group's Consolidated Statement of Comprehensive Income showed a loss for the year after tax of £55 million (2023: £126 million profit). As the Company is an investment entity under IFRS 10, the loss after tax has been caused by a decrease in the Group's investments at fair value through profit and loss and the Company's reported NAV. This loss after tax does not reflect the trading performance Group or its portfolio during the year.

Accordingly, the Directors continue to adopt the going concern basis in preparing the financial statements

Longer Term Viability

As further disclosed below, the Company is a member of the AIC and complies with the AIC Code. In accordance with the AIC Code, the Directors are required to assess the prospects of the Group over a period longer than the 12 months associated with going concern. The Directors conducted this review for a period of 10 years, which is deemed appropriate, given the long term nature of the Group's investments which are modelled over 30 years, coupled with its long term strategic planning horizon.

In considering the prospects of the Group, the Directors looked at the key risks facing both the Group and the investee companies, focusing on the likelihood and impact of each risk as well as any key contracts, future events or timescales that may be assigned to each key risk. The Directors also tested and are comfortable that the Company would continue to remain viable under several robust downside scenarios, including loss of government subsidies and a significant decline in long term power price forecasts, both considered principal risks and uncertainties affecting investee companies.

As a sector focused infrastructure fund, the Group aims to produce stable and inflating dividends while preserving the capital value of its investment portfolio on a real basis. The Directors believe that the Group is well placed to manage its business risks successfully over both the short and long term and accordingly, the Board has a reasonable expectation that the Group will be able to continue in operation and to meet its liabilities as they fall due for a period of at least 10 years.

The Board does not believe that the lower power prices projected in the high transition risk scenario, will diminish the longer term viability of the Company.

The Directors have also considered the continuation vote to be proposed at the Company's AGM in April 2025, caused by the Company's shares trading at 14 per cent average discount to NAV in line with its Articles of Association. The Directors believe that the outcome of the shareholder continuation vote will not impact their opinion of the Company's longer term viability.

While the Directors have no reason to believe that the Group will not be viable over a longer period, they are of the opinion that it would be difficult to foresee the economic viability of any company with any degree of certainty for a period of time greater than 10 years.

Directors' Responsibilities Pursuant to Section 172 of the Companies Act 2006

The Directors are responsible for acting in a way that they consider, in good faith, is the most likely to promote the success of the Company for the benefit of its members. In doing so, they should have regard for the needs of stakeholders and the wider society. The Company's objective is to provide investors with an annual dividend that increases in line with RPI inflation while preserving the capital value of its investment portfolio in the long term on a real basis through reinvestment of excess cash flow.

The Company provides investors with the opportunity to participate directly in the ownership of UK wind farms, so increasing the resources and capital dedicated to the deployment of renewable energy and the reduction of greenhouse gas emissions. The Board is also aware of its responsibility for the risk management of the Group's climate related risks and for transparent disclosure of these risks, appreciating how this is integral to the success of the Company.

Key decisions are those that are either material to the Company or are significant to any of the Company's key stakeholders, as defined in the Corporate Governance Report. The Company's engagement with its key stakeholders, including the Investment Manager, is discussed further in the Corporate Governance Report. The key decisions and discussions detailed in the table below were made or approved by the Directors during the year, with the overall aim of promoting the success of the Company while considering the impact on its members and wider stakeholders.

Board Composition and Internal Evaluation

During the year, Abigail Rotheroe was appointed as a non-executive Director of the Company with effect from 1 March 2024.

On 1 February 2025, Taraneh Azad joined the Board following the conclusion of an externally supported recruitment process with Heidrick & Struggles, who have no other connection with the Company or individual directors.

As disclosed in the Corporate Governance Report, the Board undertakes a formal and rigorous internal evaluation of its performance each financial year to determine effectiveness and performance in various areas, as well as the Directors' continued independence and tenure. The reviews concluded that the overall performance of the Board and Audit Committee was satisfactory and the Board was confident in its ability to continue to govern the Company well.

Environmental, Social and Governance

The Group's approach

The Group invests in wind farms and the environmental benefits of renewable energy are proven and key to delivering the Government's climate change objectives. As the largest renewable infrastructure fund and one of the largest owners of wind farms in the UK, the Company continues to prove the viability of clean energy as a robust sector for investment.

The Group owns 2GW of installed capacity across 49 onshore and offshore operating wind farms. By dedicating resources to the deployment of renewable energy, the Group is playing an active role in reducing the UK's greenhouse gas emissions and accelerating a move towards Net Zero for the whole economy. Since listing, the Group's operating wind farms have produced 29.0TWh of clean energy, avoiding 11.6 million tonnes of CO2.

During the year, the Group's wind farms generated 5,484GWh of renewable electricity, sufficient enough to power 2.0m homes(1) and avoid 2.2 millions tonnes of CO2 emissions through the displacement of thermal generation(2).

Through acquiring operational wind farms from third parties, this allows capital to be recycled into further renewable energy projects.

Both generating renewable electricity and enabling capital recycling contribute to SDG 7 (ensure access to affordable, reliable, sustainable and modern energy for all) and SDG 13 (take urgent action to combat climate change and its impacts).

Responsible Investment

To sustain the long term success of the business, the Board acknowledges and understands the importance of effective management of ESG matters for all of the Company's stakeholders.

The Company continues to have an important role to play in championing both responsible investment and the development of the renewable energy sector. This is achieved through continuous engagement with all industry stakeholders, including suppliers, O&M partners, industry associations, policy makers, peers and communities. The Company transparently shares its ESG approach and results with investors.

Responsible investing principles have been applied to each of the investments made, which require the Group to make reasonable endeavours to ensure the ongoing compliance of its investee companies with its policies on responsible investment and ESG matters.

Although the non-executive Board has overall responsibility for the activities of the Company and its investments, the day-to-day management of the business is delegated to the Investment Manager. This includes responsibility for ESG matters and applies as investments are being made and continuously during the life of each wind farm. The Investment Manager assesses how ESG should be managed and the Company has developed its ESG policy in accordance with the Investment Manager's ESG Policy. The ESG Policy of the Company is approved annually and overseen by the Company's Board.

1 The number of homes powered is based on the average annual household energy consumption (2.7MWh/annum (Ofgem)), using the latest reported figures, and reflects the portfolio's actual electricity generation during the year.

2 The portfolio's estimated CO2 emissions avoided through the displacement of thermal generation, based on the portfolio's actual electricity generation during the year. The Group assumes that wind generation replaces CCGT in the UK and applies a carbon factor of 0.4tCO2/MWh (Ofgem).

The Group will continue to lead the way in encouraging responsible investment to accelerate the development of the UK's wind energy sector further and will do this in a way that maximises returns for our shareholders and creates benefits for the communities and the natural environment in which its wind farms operate.

The Investment Manager has representation on the boards of the operating wind farm companies, which oversee performance, including on ESG matters, and meet quarterly. From these ongoing reviews, the Investment Manager reports quarterly to the Company's Board, with data on production, wind farm availability, key events and health and safety performance.

This robust management structure enables the Investment Manager to oversee ESG issues effectively throughout the lifecycle of the Group's wind farms:

Screening

· screening the investment against investment mandate and restrictions; and

· assessing the ability of the investment to comply with ESG standards.

Due Diligence

· rigorously assessing ESG risks and opportunities of the investment based on commitment, capacity, track record and features of the wind farm and key service providers; and

· identifying mitigation plans for ESG risks, where identified.

Investment decision

· identifying and addressing ESG issues in extracts of the Investment Manager's Investment Committee papers that inform investment decisions; and

· determining and costing plans to address ESG issues, and price into the investment decision process.

Asset Management

· establishing appropriate governance structures;

· complying with all relevant laws and regulations;

· ensuring ongoing monitoring and management of ESG issues;

· managing impacts on the natural habitat surrounding the wind farms under management;

· engaging with and supporting the local communities;

· performing due diligence on third parties and ensuring compliance with the Company's ESG policy; and

· ensuring business integrity with a focus on avoiding money laundering, negligent or corrupt practices.

Environment

As one of the largest owners of wind farms in the UK, the Group is focused on taking actions to support climate change mitigation through the generation of renewable energy, whilst minimising the potential impacts that the operation of wind farms may have on local habitats and the environment.

The world continues to face a serious climate challenge, exemplified by the recent announcement that average global surface temperatures were 1.6°C above preindustrial levels in 2024, exceeding the target of limiting global to 1.5°C set by the Paris Agreement for the first time1 and the new UK government is committed to acting as a global leader in greenhouse gas emissions reduction. The Company supports the UK Government's commitment to achieve Net Zero by 2050 and to achieve Clean Power by 20302 through acquiring operational wind farms and thereby allowing developers and utilities to recycle their capital into further renewable energy projects, and by demonstrating the attractive long term returns in the industry through our prudent management of wind farms, thereby reducing the cost of capital.

The Group is committed to protecting the local environment around its wind farms, recognising the potential impact that wind farms can have on local terrestrial and aquatic wildlife and landscape.

As such, the Group seeks to protect the local environment around its wind farms by using robust environmental management systems. These include policies, periodic risk assessments, monitoring and regular reporting to the Board and the boards of each of the wind farm companies. Through these measures, the Group also ensures compliance with all applicable laws, regulations and planning permissions as administered by the Environment Agency, Health Protection Agency, local authorities, Ofgem, UREGNI or any other relevant regulatory body, including the data reporting obligations under Renewable Obligation Order 2009.

[1] Copernicus Climate Change Service (C3S), January 2025

2 UK Government, Clean Power 2030 Action Plan, December 2024

The Group's core activities include:

· maintaining management systems to evaluate the potential risks and impacts of its activities and avoiding or mitigating environmental impacts on biodiversity, air quality, noise and waste management where relevant;

· overseeing implementation of habitat management plans at its wind farms;

· undertaking additional environmental impact assessments or undergoing regular monitoring as required;

· seeking to work with partners who uphold good industry standards - from operational managers whose management systems comply with the requirements of ISO 14001:2015 (environmental management systems) to the material contractors used; and

· reporting regularly to the Board and the boards of each of the wind farm companies.

The Company also recognises the importance of a circular economy in achieving Net Zero targets and in reducing the environmental impact associated with renewable energy generation. After setting up a grant making programme to fund and support academic research and non-profit projects last year, the first of two projects concluded during the year. The 'Added-value Coatings' research project, led by The University of Edinburgh, identified that successful grinding of recycled materials, notably carbon fibre and glass fibre, could be added to new turbine materials without compromising the physical properties of the blades. The second project is led by Imperial College, London and aims to develop an end-of-life decision making tool to predict how much damage a wind turbine blade has accumulated in its lifetime. The tool aims to support the industry in making informed and sustainable decisions about the optimal end-of-life route for turbine blades. This project is ongoing and is expected to conclude in the spring of 2027.

CASE STUDY - Wind turbine component repair at Humber Gateway

The Humber Gateway O&M facility has successfully implemented a Self-Perform strategy, enabling its maintenance team to repair and overhaul various wind turbine components on site at Grimsby Fish Docks. This approach mitigates downtime caused by adverse weather by allowing technicians to enhance their skills and knowledge of component failure modes, while also upskilling apprentices through hands-on experience in a safe environment.

Technicians manage the on-site workshop as part of their annual objectives, collaborating with engineers to ensure the availability of appropriate tools and equipment, reflecting a culture of personal development. Since the project began in 2020, the maintenance team has:

· Refurbished 118 electric, mechanical, and hydraulic components;

· Overhauled 234 generator power-stop thyristor modules; and

· Retrofitted 219 UPS battery banks with new life cells.

This initiative contributes to reducing component waste and fosters a circular economy, as the site becomes less dependent on supply chain lead times by collaborating with local engineering firms. This localised maintenance process has also facilitated the installation of improved parts, enhancing turbine robustness.

In 2024, the workshop provided bespoke on site training, including refresher courses on electrical troubleshooting, hydraulic tooling, electrical torque guns, and welding. This training reduces the need for external travel, aligning with the operational lifespan of the wind farm and promoting similar initiatives at other sites in the future.

Social

Supporting worker safety and fair employment on the Group's sites

Worker safety is a top priority for the Group. The Group also recognises the need for people to be paid fairly for the work they do and to have appropriate working conditions. In prioritising these elements, it supports the local communities in which its wind farms operate, ensuring the long term viability of its operations.

The Group achieves this through a range of activities, including:

· complying with all applicable laws relating to employment, occupational health and safety, human rights, prevention of human trafficking and modern slavery, public safety and security and community matters, including the Wind Turbine Safety Rules;

· implementing health and safety best practices through wind farm specific health and safety policies, project management, contractual arrangements, staff training and stakeholder education;

· assessing and monitoring health and safety practices through wind farm specific risk identification and prevention activities; and

· reporting on key health and safety data regularly, with escalation and rapid response procedures in place in case of emergency.

During the year, these activities included:

· 571 regular safety checks carried out by the operations and maintenance service providers at all wind farms;

· safety walks by the Investment Manager's team at 44 wind farms;

· independent health and safety audits by accredited professionals at 13 wind farms and 3 O&M partners; and

· HV audits at 4 wind farms.

The Group's focus on prevention arises out of a culture of transparent reporting, collaboration, and best practice. Identifying both hazards and analysing the causes of incidents is a key risk mitigant.

As a member of Renewable UK, the UK's leading wind energy trade association, the Company is keen to work with other stakeholders to develop the industry further including on health and safety. In addition, the Investment Manager is an active member of SafetyOn, the UK's leading health and safety focused organisation for the onshore wind industry. With the increase in offshore wind capacity in the Company's portfolio, the Investment Manager also became a member of G+ in April 2023, to help ensure industry best practice for offshore wind assets.

Supporting the communities around the Group's wind farms

It is important that the wind farms are truly part of the community. The Group's approach aids long term support by local communities for wind farms in the UK, which ultimately enables the continued growth of the industry.

The Group cares about the communities around its wind farms and engages with local communities to ensure respect for land and access rights and that its wind farms are managed in accordance with planning permissions.

The Group holds regular dialogue with community funds and provides financial support to local groups through community benefit schemes that fund local projects.

These funds help deliver a range of services, from improving local amenities and infrastructure to aiding educational projects for local schools.

In 2024, the Group provided £5.7 million to community funds.

Governance

The Board and Investment Manager believe in the value of embedding robust governance practices and oversight of ESG matters relevant to the Company. This is important for maintaining the confidence of investors and in continuing to deliver on our promise of long term returns. Material governance matters considered include the diversity and experience of its Board, the adherence of suppliers to responsible business standards, and the robust management of data integrity and security.

Ensuring key service providers adhere to the Group's expectations of responsible business practices

As the renewables sector expands, demand for raw materials, resources and labour to support this development also grow, and the sustainability risks present in this global supply chain evolve. The Group strives to ensure our high ESG standards and values are consistently applied across the supply chain supporting our investments.

In 2024, the Investment Manager updated its Supplier Code of Conduct to ensure that its suppliers adhere to its definition of good governance and align with the OECD Guidelines for Multinational Enterprises and the UN Guiding Principles on Business and Human Rights. The Investment Manager's team is rolling out the updated Code of Conduct to key service providers to the Company or ensuring that they have their own Codes of Conduct that demonstrate equivalent commitments.

Diversity

The Board has a policy to base appointments on merit and against objective criteria, with due regard for the benefits of diversity, including both gender and ethnic diversity. Its objective is to attract and maintain a Board that, as a whole, comprises an appropriate balance of skills and experience.

The Board consists of individuals from relevant and complementary backgrounds offering experience in the investment management of listed funds, as well as in the energy sector from both a public policy and a commercial perspective. As at the date of this report, the Board comprised 2 men and 4 women, all non-executive Directors who are considered to be independent of the Investment Manager and free from any business or other relationship that could materially interfere with the exercise of their independent judgement. Currently, the Chairman and Audit Committee Chairman positions are both held by women who represent 33 per cent of Directors on the Board.

The Board recognises the importance of an inclusive and diverse Board in facilitating a collaborative culture and enhancing the delivery of the Company's strategic objectives and is compliant with gender and ethnicity guidelines for UK companies.

In accordance with UK Listing Rule 6.6.6(9), as at the publication date of this report and as described above, the composition of the Board is as follows:

1 The positions of CEO and CFO are not applicable to the Company as an externally managed investment fund. Senior Board positions will continue to be reviewed.

1 The positions of CEO and CFO are not applicable to the Company as an externally managed investment fund. Senior Board positions will continue to be reviewed.

The above information is based on voluntary self declaration from the Directors in response to questions on gender identification and ethnicity groups (as outlined by the FCA) directors considered themselves to fall within.

The Investment Manager operates an equal opportunities policy and its partners and employees comprise 86 men and 36 women.

CASE STUDY - Golden Eagle conservation at Stronelairg and Dunmaglass

The Golden Eagle Research, Conservation and Monitoring Project (RECMP) operates at the Stronelairg and Dunmaglass sites, primarily funded by the Dunmaglass wind farm development. The project, coordinated by various organisations including SSE Renewables and the Highland Raptor Study Group, focuses on monitoring the status of Golden Eagles and understanding their use of the upland landscape in the Central Highlands Natural Heritage Zone (NHZ10).

Between 2015 and 2020, satellite tagging was conducted on 20 Golden Eagles, revealing an increase in the number of occupied territories in NHZ10 from 19 to 25, alongside high productivity rates of fledged juveniles. This indicates that NHZ10 is a significant area for the expansion of Golden Eagle territories in Scotland. The tracking data has also supported several scientific publications aimed at enhancing understanding of Golden Eagle movements, noting that tagged eagles typically avoid wind turbines.

Funding from the project also supports a Golden Eagle Project Officer who collaborates with various stakeholders to carry out annual breeding censuses. This role addresses the concerns of landowners and gamekeepers regarding the potential risks Golden Eagles pose to livestock, while also considering the threats posed by estate activities like shooting parties.

The success of the RECMP suggests it will continue for the foreseeable future.

Governance

Detailed disclosure on the Company's governance structure and activities can be found in the Corporate Governance Report and in the TCFD Governance section.

Task Force on Climate-Related Financial Disclosures (TCFD)

The Company strives to maintain the highest standards of corporate governance and effective risk identification and management at both Group and wind farm level. The Company supports the recommendations of the TCFD and refers to them for guidance on addressing climate related risks and opportunities across the Group and enhancing our disclosure.

These disclosures are categorised between the 4 thematic areas as recommended by the TCFD.

Governance

Board oversight and the role of the Investment Manager

The Board is responsible for the determination of the Company's Investment Objective and Investment Policy. It also oversees the management of the Company and its investments, including ESG and climate related risks and opportunities. The Board also delegates the day-to-day management of the business, including management of ESG matters, to the Investment Manager.

The Audit Committee also considers the Company's climate related disclosures in its Annual Report and Financial Statements.

As discussed in the Corporate Governance Report, the Board and the Investment Manager meet regularly and discuss risk management. Climate related risks are covered during these discussions, as they naturally arise from the Group's underlying investments and the Company's significant role in the decarbonisation of the UK economy. A formal risk matrix is maintained by the Investment Manager and reviewed and approved by the Board on an annual basis.

In addition, the Investment Manager has its own ESG Committee that meets regularly to discuss ESG and climate related risks relating to the Group and other funds it manages. This committee has implemented an ESG Policy that looks to establish best practice in climate related risk management, reporting and transparency. Stephen Lilley sits on this ESG Committee and therefore remains well informed and involved with ESG and climate related discussions, which may impact the Company. Representatives from the Investment Manager also sit on all of the boards of the wind farm companies, which meet quarterly and discuss ESG and climate related risk management.

Strategy

The Board understands that climate change poses risks and opportunities to the Company.

As the leading listed renewable infrastructure fund, invested in UK wind farms, the Company plays a significant role in the UK renewables industry. Overall, the Board believes that the decarbonisation of the UK economy will continue to present a significant investment opportunity and the size of the Company's growth will be related to the success of the sector and the engagement of its stakeholders. The Company is committed to its strategy and Investment Policy of investing in operating wind assets to benefit from this opportunity. The Company also recognises, however, that there are short term and medium to long term risks that could impact its future financial performance. The Company seeks to manage these risks to mitigate potential impact.

The tables below summarise the principal opportunities and risks identified by the Company and details, where relevant, how it manages the risks or opportunities.

Opportunities

Risks

Climate scenarios

The Company recognises the requirement under the TCFD for considering the resilience of its strategy under different climate related scenarios, including a 2°C or lower increase scenario. The Board has also considered the potential impact of a high transition risk scenario on its strategy and sets out high level conclusions below. The scenarios were developed by a market leading consultant.

To meet the FCA's product level TCFD disclosure requirements, the Company will publish a separate report on its website before 30 June 2025. This will include information relating to an assessment of the potential impacts of specific transition scenarios as listed in the FCA Handbook.

High transition risk scenario

Transition risks are those associated with the pace and extent at which society adapts and mitigates the risk of climate change. Transition risks can occur when moving to a greener economy has adverse impacts on certain sectors, due to policy, legal, market or technological shifts. The Board and the Investment Manager continue to believe that the key factor that could impact the Company in the transition to a lower carbon economy is the variability of long term prices for wholesale electricity. In a lower carbon economy, where considerable build-out of renewable generation capacity will be required, there is a risk that the power price received by the Group's portfolio could be negatively impacted, depending on how successful the Government is in implementing its plan and depending on future electricity market design including the ongoing REMA consultation.

The Investment Manager has assessed the potential impact of a high transition risk scenario using a third party Net Zero model built by leading power market experts. The model sets out how electricity prices and the market may develop in line with meeting the legislated target of Net Zero emissions by 2050, including current and future policy implementation to achieve carbon neutrality, technological developments and commodity price forecasts for a global outlook.

In this high transition risk scenario where global temperature increases are limited to only 1.5oC to 2oC (most typically associated with Net Zero), it is assumed that the UK Government is successful in implementing its plan in its entirety and the REMA consultation does not conclude in significantly different market design. In this scenario, the long term power price is lower than the base case used to calculate the Company's NAV. The lower long term power price, provided by a leading market consultant, reflects the wider deployment of low marginal cost renewable generation capacity, partially offset by the expected deployment of electrolysers as part of a growing hydrogen economy, increased electrification of transport and heat and the build-out of data centres. Modelling the lower long term power price would equate to approximately a 21 pence reduction in NAV per share.

The base case long term power price assumes significant renewable generation and other measures to reduce carbon emissions and represents the independent consultant's best estimate of likely outturn. The high transition risk scenario assumes further measures. The precise effect on power price of any measures (in the base case and in the high transition risk scenario) is highly uncertain and is highly dependent on future electricity market design. The high transition risk scenario also assumes no other offsetting factors.

High physical risk scenario

Physical risks may consist of acute physical risk, which can refer to event driven perils including increased severity and frequency of extreme weather events, and chronic physical risk, which can refer to longer term shifts in climate patterns that cause sea level rises, heat waves, droughts and desertification.

The Board and the Investment Manager continue to believe that a scenario where global temperature increases are significantly higher than 2oC (a high physical risk scenario) would not lead to any significant physical risk to the Group's wind farms, which are designed to operate in extreme weather conditions and are typically not located in areas prone to flooding and insurance and business continuity plans are in place to manage such an event, should it occur.

In the medium to long term, the Board and the Investment Manager recognise that there is a risk that weather systems may change as a result of higher temperature change scenarios, but do not believe it is possible, at this time, to determine whether this would impact the Group positively or negatively. The Investment Manager is in the process of finalising the selection of a physical climate risk tool to support further assessment of the potential physical risks associated with the Group and wind farm portfolio.

Risk Management

As a full scope UK AIFM, the Investment Manager has established a Risk Management Committee that meets on a quarterly basis to discuss, amongst other matters, the risk framework of the Group and investee companies including processes for identifying, assessing and managing climate related risks. The Company's risk matrix, reviewed and approved by the Board, includes climate related risks.

All risks identified, including climate related risks are assessed based on likelihood, impact and mitigation. The risk assessment is carried out on a qualitative basis by the Investment Manager, although consideration is given to how quantitative measures can be used to support climate related risk assessment. The risk matrix is then presented to the Board for discussion and approval on an annual basis.

As mentioned above, climate related risks can be classified into two broad categories: (i) risks associated with the transition to a decarbonised economy; and (ii) risks associated with the physical impacts of climate change. The table below aims to summarise the most material transition and physical risks associated with climate change and the extent to which the Board considers the impact high or low, based on exposure and mitigation actions.

To ensure strong performance and risk mitigation, the Group has specific oversight on environmental and social issues including climate change. It reinforces this oversight with a range of activities, including:

· appointing at least one senior representative from the Investment Manager to the boards of the wind farm companies to ensure monitoring and influence of both financial and ESG performance, including climate related risks and opportunities; and

· carrying out due diligence during the acquisition of new wind farms in accordance with the Investment Manager's established procedures and ESG Policy, which requires an analysis of climate issues.

The Investment Manager's Investment Committee comprises experienced senior managers. Whilst making investment decisions, due consideration is given to climate related risks as well as to opportunities identified during due diligence.

Metrics and Targets

The world continues to face a serious climate challenge, and the UK is taking an active role as a global leader in greenhouse gas emissions reduction.

The Government's Net Zero strategy includes:

• complete decarbonisation of the electricity sector by 2035;

• 50GW of offshore wind capacity by 2030;

• 70GW of solar PV capacity by 2035;

• 10GW of low carbon hydrogen production capacity by 2030;

• 24GW of nuclear capacity by 2050;

• capture and store 20-30 MtCO2 per year by 2030; and

• electrification of transportation (thus increasing demand for electricity).

The Group supports this strategy by allowing developers and utilities to recycle their capital, and by demonstrating the attractive long term returns in the industry through its prudent management of wind farms, thereby reducing the cost of capital and increasing the potential for further construction of renewable energay capacity and the decarbonisation of the economy.

Renewable energy generators avoid CO2 emissions on a net basis at a rate of approximately 0.4t CO2 per MWh. Given the size of the Group's investment portfolio on 31 December 2024, the portfolio's contribution to reducing CO2 emissions is approximately 2.4 million tonnes per annum. The portfolio is also generating sufficient electricity to power 2.2 million homes per annum1.

The portfolio's Scope 1, Scope 2 and Scope 3 greenhouse gas emissions are disclosed below.

(1) Carbon emissions are measured in line with the industry standard Greenhouse Gas Protocol based on an equity control approach, meaning emissions from the Group's operations are weighted according to the Group's proportionate ownership of its SPV investments. Scope 3 emissions are the result of activities from assets not owned or controlled by the Group, but that the Group indirectly impacts in its value chain. Scope 3 emissions include all sources not within the Group's Scope 1 and 2 boundary and include, inter alia, emissions arising from the construction of each wind farm acquired in the year, including those emissions associated with the manufacturing and transport of all equipment and material, before the wind farm was commissioned, as well as the expected spare part provision throughout its lifetime.

(2) Calculations for metrics can be found in the EU SFDR disclosures.

It is the Investment Manager's view that Scope 3 emissions are less meaningful given the Company's strategy of investing in UK wind farms for the duration of their asset lives. Furthermore, recognising a wind farm's construction and whole life operating emissions in the year the Group acquires it is potentially misleading as it both overestimates carbon emissions in the year of acquisition and underestimates carbon emissions generated in every other year.

The carbon payback of a wind turbine, how quickly it offsets the emissions generated during its manufacture, transportation and on-site construction, is an indicator of its contribution to accelerating energy transition. At current rates, carbon payback is typically around 5 months for onshore and offshore wind farms, which is approximately 3 per cent of the assumed asset life. Carbon footprint indicators are measured in line with the industry standard Greenhouse Gas Protocol based on an equity control approach, meaning emissions from the Group's operations are weighted according to the Group's proportionate ownership of its SPV investments. 

Targets

The Company has not set a carbon emissions reduction target. It commits to continuing to invest solely in operating wind power generation assets and to continue growing its renewable energy generation and generating capacity to support the transition to a Net Zero economy. The Investment Manager has been a signatory to the Net Zero Asset Managers initiative ('NZAM') since 2021. NZAM is an international group of asset managers committed to supporting the goal of net zero greenhouse gas emissions by 2050 or sooner. The Investment Manager is aware of NZAM's internal review and held a meeting with the initiative to gain a clearer understanding of their next steps. There will be further engagement with NZAM to support the revision of its commitments in a manner that best reflects the interest of shareholders. In 2022, the Investment Manager formalised a commitment to cut the intensity of its Scope 1 and 2 emissions by 50 per cent by 2030. With support from the Investment Manager, the Company will work to develop a plan in line with evolving UK requirements in this regard, including how it intends to reduce its carbon footprint to support the Investment Manager's commitment whilst continuing to grow its portfolio and avoid carbon emissions as a result of its generation activities.

UK Sustainability Disclosure Requirements (SDR)

In 2023, the FCA published its final rules regarding Sustainability Disclosure Requirements (SDR) which came into force in stages during 2024. During the year, the Company adopted the Sustainability Focus label which signifies the Company's commitment to investing in assets that prioritise sustainability for people and the planet. The Company is committed to providing transparent and accurate information about our sustainability practices and, with support from the Investment Manager, will ensure ongoing compliance with SDR criteria through regular reviews and updates to internal procedures.

EU Sustainable Financial Disclosure Regulation (SFDR)

The Company became Article 9 qualified under EU SFDR in 2022. Through its Investment Policy of investing in UK wind farms predominately with a capacity over 10MW, the Company contributes to the environmental objective of climate change mitigation that helps to facilitate the transition to a low carbon economy.

ESG Report

The Company publishes an annual standalone ESG Report. This provides further information on how the Group approaches responsible investment and ESG matters in addition to further case studies and ESG performance. The Company's ESG Report for 2024 will be published on its website in April 2025.

On behalf of the Board

Lucinda Riches C.B.E.

Chairman

26 February 2025

Board of Directors

As at the date of this report, the Board comprises 6 individuals from relevant and complementary backgrounds.

The Directors are of the opinion that the Board as a whole comprises an appropriate balance of skills, experience and diversity. The Directors of the Company who were in office during the year and up to the date of signing the financial statements are listed below.

Lucinda Riches C.B.E., Chairman of the Board (appointed 1 May 2019)

Lucinda Riches C.B.E. (Chairman) brings significant capital markets experience, having advised public companies on strategy, fundraising and investor relations for many years. She also brings extensive experience as a public company non-executive director across a variety of businesses, including two FTSE 100 companies.

Lucinda worked at UBS and its predecessor firms for 21 years until 2007 where she was a managing director, global head of Equity Capital Markets and a member of the board of the investment bank. She is Chairman of Peel Hunt Limited and a non-executive Director of Ashtead Group plc and Kingfisher PLC. Previously she was a non-executive Director of UK Financial Investments, a non-executive Director of The Diverse Income Trust plc, Senior Independent Director of The British Standards Institution and until 2021 she was a non-executive Director of CRH plc and Senior Independent Director of ICG Enterprise Trust plc. She was awarded a C.B.E. in 2017 for her services to financial services, British industry and to charity.

Caoimhe Giblin, Chairman of the Audit Committee (appointed 1 September 2019)

Caoimhe Giblin (Director and Audit Committee Chairman) has extensive experience in the electricity industry sector and is currently Co Chief Executive Officer at ElectroRoute, an energy trading company which is part of the Mitsubishi Corporation group of companies.

Prior to that, Caoimhe was Director of Finance for SSE Renewables where she had responsibility for the financial activities of SSE's significant on and offshore wind development and construction portfolio. Prior to this, Caoimhe held various roles in the Corporate Finance department at Airtricity where she gained significant experience of corporate acquisitions and disposals, equity fundraising, project finance, debt financing and managed the company's corporate valuation process.

Caoimhe qualified as a Chartered Accountant with KPMG and spent the early part of her career focusing on providing corporate finance due diligence, internal audit and risk management services. Caoimhe is a Fellow of Chartered Accountants Ireland and has a BA in Accounting & Finance and an MBS in Accounting from Dublin City University. Caoimhe also holds a Diploma in Company Direction from the Institute of Directors, of which she is a member.

Nick Winser C.B.E. Senior Independent Director (appointed 1 January 2022)

Nick Winser C.B.E. (Senior Independent Director) has a 30 year career in the energy sector which included being CEO of National Grid across UK and Europe, President of the European Network of Transmission System Operators for Electricity and CIGRE UK Chairman. Nick was previously the Chairman of Energy Systems Catapult and was appointed Chairman of the Advisory Board for the Energy Revolution ISCF programme in 2018. He was appointed Electricity Network Commissioner by the Government in summer 2022 and is Energy Commissioner at the National Infrastructure Commission. During 2024, Nick was appointed as a Commissioner of the Clean Power 2030 Commission and had taken an advisory role with the Gas and Electricity Markets Authority.

Nick is a Fellow of the Institute of Engineering and Technology, serving as its President in 2017/18 and is a Fellow of the Royal Academy of Engineering. Nick is also former Chairman of the MS Society and a former member of the Board of the Kier Group.

Jim Smith (appointed 1 May 2023)

Jim Smith (Director) is the former Managing Director of SSE Renewables with 34 years experience within the electricity industry at SSE. Since retiring from full time employment in 2022 he has transitioned into a number of part time roles and is Chair of Noriker Power Ltd, Chair of Inverness & Cromarty Firth Green Freeport Ltd, Chair of Renewable Parts Ltd and non-executive Director of Reventus Power Ltd. Jim is a renewable energy ambassador for Cowi UK Ltd.

Jim's early career in SSE was in development, construction and operations in both hydro and gas fired generation where he became Station Manager at Peterhead Power Station. He then went on to be Director of Major Projects responsible for the group's major capital infrastructure investments in renewables, thermal generation, gas storage and transmission.

Following SSE's acquisition of Airtricity in 2008, he led offshore wind development and construction before taking responsibility for all wind development and construction. He subsequently was the Managing Director of the groups energy trading business before becoming Managing Director of Generation Operations. Following a restructuring in 2018 Jim became the Managing Director of SSE Renewables with responsibility for the 4GW operational fleet and the development pipeline, taking over 5GW (gross) of projects through financial close prior to his retirement.

Jim is a Mechanical Engineer, trained mediator and a mentor for the MCR Pathways charity.

Abigail Rotheroe (appointed 1 March 2024)

Abigail Rotheroe (Director) is a CFA Charterholder with over 25 years' experience in the investment industry. She brings a recent investment background in ESG and sustainable investing alongside her previous involvement in institutional and retail asset management. Abigail also has deep non-executive experience including that as a public company non-executive director.

During her career in fund management, Abigail has held positions at Schroder Capital Management, HSBC Asset Management and was a Director of Columbia Threadneedle Investments managing retail and pension fund assets in Asia and Emerging markets. Most recently she was the Investment Director of Snowball Impact Management, responsible for developing the firm's approach to impact investment and measurement.

Abigail is currently a non-executive director of HydrogenOne Capital Growth plc (and Chair of the Remuneration and Management Engagement Committee), Baillie Gifford Shin Nippon plc (and Chair of the Nomination Committee) and Templeton Emerging Markets Investment Trust plc. She is a member of the Investment Advisory Committee of WHEB Asset Management LLP, is an investment committee member for the Joseph Rowntree Charitable Trust and the Robertson Trust and has sat on the CFA UK's Impact Investing Certificate expert panel, from its inception to the creation of the certificate. 

Taraneh Azad (appointed 1 February 2025)

Taraneh Azad (Director) is the Partner (having previously served as its Managing Partner and Chief Investment Officer at Systemiq, where she has been instrumental in transforming the company into a resilient, agile, and trusted system change organisation. With over 25 years of experience in finance, commercial, and business development, Taraneh has held senior positions at Goldman Sachs, Morgan Stanley, Hartree Partners, and TXU Europe in the energy sector. In these roles, she primarily collaborated with corporates and sovereigns across Europe and the Middle East, focusing on energy price risk management.

Taraneh's career began with international development works for projects of the European Union and the United Nations, showcasing her commitment to global progress from the outset. Fluent in German, English, and Persian, she has had the opportunity to work in numerous countries around the world, further enriching her diverse professional background. At Systemiq, she advises companies across Europe and the Middle East on sustainability and energy transition, leveraging her extensive experience and expertise.

Martin McAdam (appointed 1 March 2015 and retired 24 April 2024)

Martin McAdam (Director) is an accomplished executive with significant experience in the energy and renewables sector. He was formerly Chief Executive Officer of Aquamarine Power. Prior to that, Martin was President and Chief Executive Officer of the US subsidiary of Airtricity, a role in which he constructed over 400MW of wind farm capacity.

Martin spent his early career at ESB, the Irish utility, involved in a number of activities including power station construction and generation planning. After a number of years in information services, he returned to the power industry and joined Airtricity, a significant developer and constructor of wind farms throughout the UK and Ireland, managing construction of new wind farms. Martin's role expanded into operations and ultimately to take responsibility for the growing US business. He led the integration of the Airtricity generation business unit into the SSE Renewables Division after its sale.

Martin is a Chartered Engineer and a Fellow of Engineers Ireland and a Fellow of the Royal Society for the Encouragement of Arts, Manufactures and Commerce.

Other UK Listed Public Company Directorships

In addition to their directorships of the Company, the below Directors currently hold the following UK listed public company directorships:

The Directors have all offered themselves for re-election and resolutions concerning this will be proposed at the 2025 AGM.

Conflicts of Interest

The Directors have declared any conflicts or potential conflicts of interest to the Board which has the authority to approve such situations. The Company Secretary maintains the Register of Directors' Conflicts of Interests which is reviewed bi-annually by the Board and when changes are notified. The Directors advise the Company Secretary and the Board as soon as they become aware of any conflicts of interest. Directors who have conflicts of interest do not take part in discussions which relate to any of their conflicts.

In accordance with Provision 9 of the AIC Code, the appointment of any Director has included consideration of the time they have available to the role. Any additional external appointments will be submitted by Directors to the Board for consideration with respect to any conflicts arising or time commitment concerns relating to over-boarding guidelines before approval before the appointment is accepted. The Investment Manager is also engaged on occasion to assist in determining potential conflicts arising from external appointments.

Report of the Directors

The Directors present their Annual Report, together with the consolidated financial statements of Greencoat UK Wind PLC for the year to 31 December 2024. The Corporate Governance Report forms part of this report.

Details of the Directors who held office during the year and as at the date of this report are given above.

Capital Structure

The Company has one class of ordinary shares which carry no rights to fixed income. Shareholders are entitled to all dividends paid by the Company and, on a winding up, provided the Company has satisfied all of its liabilities, the shareholders are entitled to all of the surplus assets of the Company.

Shareholders will be entitled to attend and vote at all general meetings of the Company and, on a poll, to one vote for each ordinary share held.

Authority to Purchase Own Shares

The current authority of the Company to make market purchases of up to 14.99 per cent of its issued share capital expires at the conclusion of the 2025 AGM. Special resolution 15 will be proposed at the forthcoming AGM seeking renewal of such authority until the next AGM (or 30 June 2026, whichever is earlier). The price paid for the shares will not be less than the nominal value or more than the maximum amount permitted to be paid in accordance with the rules of the UK Listing Authority in force at the date of purchase. This power will be exercised only if, in the opinion of the Directors, a repurchase would be in the best interests of shareholders as a whole. Any shares repurchased under this authority will either be cancelled or held in treasury at the discretion of the Board for future resale in appropriate market conditions.

The Directors believe that the renewal of the Company's authority to purchase shares, as detailed above, is in the best interests of shareholders as a whole and therefore recommend shareholders to vote in favour of special resolution 15.

The Directors also recommend shareholders to vote in favour of resolutions 12, 13 and 14, which renew their authority to allot equity securities for the purpose of satisfying the Company's obligations to pay the Equity Element of the Investment Manager's fee, and also their authority to allot equity securities for cash either pursuant to the authority conferred by resolution 12 or by way of a sale of treasury shares.

Major Interests in Shares

Significant shareholdings as at 14 February 2025 are detailed below.

Significant shareholdings as at 31 December 2024 are detailed below.

Companies Act 2006 Disclosures

In accordance with Schedule 7 of the Large and Medium Sized Companies and Groups (Accounts and Reports) Regulations 2008 the Directors disclose the following information:

· the Company's capital structure is detailed in note 16 to the financial statements and all shareholders have the same voting rights in respect of the share capital of the Company. There are no restrictions on voting rights that the Company is aware of, nor any agreement between holders of securities that result in restrictions on the transfer of securities or on voting rights;

· there exist no securities carrying special rights with regard to the control of the Company;

· the Company does not have an employees' share scheme;

· the rules concerning the appointment and replacement of Directors are contained in the Company's Articles of Association and the Companies Act 2006;

· there exist no agreements to which the Company is party that may affect its control following a takeover bid;

· there exist no agreements between the Company and its Directors providing for compensation for loss of office that may occur because of a takeover bid; and

· the Directors' responsibilities pursuant to Section 172 of the Companies Act 2006, as detailed in the Strategic Report.

Investment Trust Status

The Company has been approved as an investment trust under sections 1158 and 1159 of the Corporation Taxes Act 2010. As an investment trust, the Company is required to meet relevant eligibility conditions and ongoing requirements. In particular, the Company must not retain more than 15 per cent of its eligible investment income. The Company has conducted and monitored its affairs so as to enable it to comply with these requirements.

Diversity and Business Review

A business review is detailed in the Investment Manager's Report and the Group's policy on diversity is detailed in the Strategic Report.

Directors' Indemnity

Directors' and Officers' liability insurance cover is in place in respect of the Directors. The Company's Articles of Association provide, subject to the provisions of UK legislation, an indemnity for Directors in respect of costs which they may incur relating to the defence of any proceedings brought against them arising out of their positions as Directors, in which they are acquitted or judgement is given in their favour by the Court.

Except for such indemnity provisions in the Company's Articles of Association and in the Directors' letters of appointment, there are no qualifying third party indemnity provisions in force.

Streamlined Energy Carbon Reporting

As the Group has outsourced operations to third parties, there are no significant greenhouse gas emissions to report from the operations of the Group. The Group qualifies as a low energy user and is therefore exempt from disclosures on greenhouse gas emissions and energy consumption. 

The underlying assets of the Group's investee companies are renewable energy generators which avoid CO2 emissions on a net basis (at a rate of approximately 0.4t CO2 per MWh and approximately 2.4 million tonnes per annum given the size of the Group's investment portfolio as at 31 December 2024).

Further details of the portfolio's Scope 1, Scope 2 and Scope 3 greenhouse gas emissions can be found in the Strategic Report.

Risks and Risk Management

The Group is exposed to financial risks such as price risk, interest rate risk, credit risk and liquidity risk and the management and monitoring of these risks are detailed in note 19 to the financial statements.

Independent Auditor

The Directors will propose the reappointment of BDO LLP as the Company's Auditor and resolutions concerning this and the remuneration of the Company's Auditor will be proposed at the 2025 AGM.

So far as each of the Directors at the time that this report was approved are aware:

· there is no relevant audit information of which the Auditor is unaware; and

· they have taken all the steps they ought to have taken to make themselves aware of any audit information and to establish that the Auditor is aware of that information.

Annual Accounts

The Board is of the opinion that the Annual Report, taken as a whole, is fair, balanced and understandable and provides the information necessary for shareholders to assess the position, performance, strategy and business model of the Company.

The Board recommends that the Annual Report, the Report of the Directors and the Independent Auditor's Report for the year ended 31 December 2024 are received and adopted by the shareholders and a resolution concerning this will be proposed at the 2025 AGM.

Dividend

The Board recommended an interim dividend of £56.2 million, equivalent to 2.5 pence per share with respect to the 3 month period ended 31 December 2024, bringing total dividends with respect to the year to £226.8million, equivalent to 10 pence per share as disclosed in note 8 to the financial statements.

Subsequent Events

Significant subsequent events have been disclosed in note 22 to the financial statements.

Strategic Report

A review of the business and future outlook, going concern statement and the principal risks and uncertainties of the Group have not been included in this report as they are disclosed in the Strategic Report.

On behalf of the Board

Lucinda Riches C.B.E.

Chairman

26 February 2025

Directors' Remuneration Report

This report has been prepared by the Directors in accordance with the requirements of the Companies Act 2006 and the Large and Medium Sized Companies and Groups (Accounts and Reports) Regulations 2008. A resolution to approve the Directors' Remuneration Report will be proposed at the 2025 AGM. At the AGM on 24 April 2024, shareholders voted 99.61 per cent in favour to approve the Directors' Remuneration Report for the year ended 31 December 2023.

The Company's Auditor is required to give their opinion on the information provided on Directors' remuneration in this report and this is explained further in its report to shareholders. The remainder of this report is outside the scope of the external audit.

Annual Statement from the Chairman of the Board

The Board, which is profiled above, consists solely of non executive Directors and is considered to be independent. The Board considers at least annually the level of the Board's fees, in accordance with the AIC Code. During the year, the basic fee for non executive Directors increased by £3,300 per annum to £68,300, the fee for the Senior Independent Director and the Audit Committee Chairman increased by £3,600 and £3,900 per annum respectively, and the fee for the Chairman increased by £5,700 per annum to £115,700, following an internal evaluation. The Board confirmed that this increase was appropriate through benchmarking by the Investment Manager.

Remuneration Policy

As at the date of this report, the Board comprised 6 Directors, all of whom are non executive. The Board does not have a separate Remuneration Committee as, being wholly comprised of non executive Directors, the whole Board considers these matters.

At the AGM on 28 April 2023, shareholders voted 99.78 per cent in favour to approve the Company's Remuneration Policy, which is put to a vote by shareholders every 3 years. The details of the Company's Remuneration Policy are set out in full below. No changes are expected for 2025 and this policy will next be put to a vote by shareholders at the 2026 AGM.

Each Director receives a fixed fee per annum based on their roles and responsibility within the Company and the time commitment required. It is not considered appropriate that Directors' remuneration should be performance related and none of the Directors are eligible for pension benefits, share options, long term incentive schemes or other benefits in respect of their services as non-executive Directors of the Company.

The Company's Articles of Association empower the Board to award a discretionary bonus where any Director has been engaged in exceptional work on a time spent basis to compensate for the additional time spent over their expected time commitment.

The Articles of Association provide that Directors retire and offer themselves for re-election at the first AGM after their appointment and at least every 3 years thereafter. However, in accordance with the AIC Code, the Directors are required to be re-elected annually. All of the Directors have been provided with letters of appointment for an initial term of 3 years and for each 3 year term thereafter, which are subject to annual re-election in accordance with the AIC Code. The following table outlines the effective date and expiry date of each of the Directors' current letters of appointment:

A Director's appointment may at any time be terminated by and at the discretion of either the Director or the Company upon 6 months' written notice. A Director's appointment will automatically end without any right to compensation whatsoever if they are not re-elected by the shareholders. A Director's appointment may also be terminated with immediate effect and without compensation in certain other circumstances. The Board has included malus and clawback clauses to Director appointment letters in line with new requirements of the 2024 UK Corporate Governance Code. Being non-executive Directors, none of the Directors have a service contract with the Company.

The terms and conditions of appointment of non-executive Directors are available for inspection from the Company's registered office.

Annual Report on Remuneration

During the year, the basic fee for non-executive Directors increased by £3,300 per annum to £68,300, with effect from 1 January 2024, with the Senior Independent Director and the Audit Committee Chairman receiving an additional £3,600 and £3,900 per annum respectively. The Chairman's basic fee was also increased by £5,700 to £110,000 per annum.

The level of fees for Directors were benchmarked during the year by the Investment Manager. The Company is the largest independent generator of renewable electricity in the UK. Its GAV has grown to £5.7 billion through acquisitions and equity raisings and, in the last 3 years, the Board and its committees have held 71 meetings.

The Directors remain eligible to receive discretionary payments where significant additional work is incurred, however, no discretionary payments were made during the year.

The table below (audited information) shows the total remuneration earned by each individual Director during the current year:

(1) The Directors received no additional discretionary payment during the year.

(2) Appointed to the Board with effect from 1 March 2024.

(3) Retired with effect from 24 April 2024.

The table below (audited information) shows the total remuneration earned by each individual Director during the prior year:

(1) The Directors received no additional discretionary payment during the year.

(2) Appointed as Chairman with effect from 28 April 2023. 

(3) Appointed as Senior Independent Director with effect from 28 April 2023. 

(4) Appointed to the Board with effect from 1 May 2023.

(5) Retired with effect from 28 April 2023.

The table below (audited information) shows the change in total remuneration earned by each individual Director over prior years:

(1) Movement in individual Director's salary based on annualised total figures.

(2) Appointed as Chairman with effect from 28 April 2023. 

(3) Appointed as Senior Independent Director with effect from 28 April 2023. 

(4) Appointed to the Board with effect from 1 May 2023.

(5) Appointed to the Board with effect from 1 March 2024.

(6) Retired with effect from 28 April 2024.

(7) Retired with effect from 28 April 2022.

(8) Retired with effect from 30 April 2020.

Directors' Interests (audited information)

Directors who held office and had interests in the shares of the Company as at 31 December 2024 are given in the table below. There were no changes to the interests of each Director as at the date of this report.

(1) Retired with effect from 24 April 2024.

(2) Appointed to the Board with effect from 1 March 2024.

Relative Importance of Spend on Pay

The remuneration of the Directors with respect to the year totalled £415,279 (2023: £384,767) in comparison to dividends paid or declared to shareholders with respect to the year of £226,828,614 (2023: £231,414,095) and the cost of share buybacks of £81,574,856 (2023: £9,501,098). This is 0.2 per cent (2023: 0.2 per cent) of dividends paid or declared and 0.5 per cent (2023: 4.1 per cent) of the cost of share buybacks.

Company Performance

Due to the positioning of the Company in the market as a sector focused infrastructure fund investing in UK wind farms to produce stable and inflating dividends for investors while aiming to preserve capital value, the Directors consider that a listed infrastructure fund has characteristics of both an equity index and a bond index. The following graph shows the TSR of the Company compared to the FTSE 250 index and the Bloomberg Barclays Sterling Corporate Bond Index:

On behalf of the Board

Lucinda Riches C.B.E.

Chairman

26 February 2025

Statement of Directors' Responsibilities

The Directors are responsible for preparing the Annual Report and the financial statements in accordance with applicable law and regulations.

Company law requires the Directors to prepare financial statements for each financial year. Under that law the Directors are required to prepare the Group's financial statements, and have elected to prepare the Company's financial statements, in accordance with UK adopted international accounting standards and with the requirements of the Companies Act 2006 as applicable to companies reporting under those standards. Under company law the Directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Group and Company and of the profit or loss for the Group for that period. 

In preparing these financial statements, the Directors are required to:

· select suitable accounting policies and then apply them consistently;

· present information, including accounting policies, in a manner that provides relevant, reliable, comparable and understandable information;

· provide additional disclosures when compliance with the specific requirements of IFRS are insufficient to enable users to understand the impact of particular transactions, other events and conditions on the Group and Company financial position and performance;

· make judgements and accounting estimates that are reasonable and prudent;

· state whether they have been prepared in accordance with UK adopted international accounting standards, subject to any material departures disclosed and explained in the financial statements;

· prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business; and

· prepare a Report of the Directors, a Strategic Report and Directors' Remuneration Report which comply with the requirements of the Companies Act 2006.

The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. The Directors are responsible for ensuring that the Annual Report, taken as a whole, is fair, balanced and understandable and provides the information necessary for shareholders to assess the Group's performance, business model and strategy.

The Directors are also responsible under section 172 of the Companies Act 2006 to promote the success of the Company for the benefit of its members as a whole and in doing so have regard for the needs of wider society and other stakeholders. 

Website Publication

The Directors are responsible for ensuring the Annual Report and the financial statements are made available on a website. Financial statements are published on the Company's website in accordance with legislation in the UK governing the preparation and dissemination of financial statements, which may vary from legislation in other jurisdictions. The maintenance and integrity of the Company's website is the responsibility of the Directors. The Directors' responsibilities also extend to the ongoing integrity of the financial statements contained therein.

Directors' Responsibilities Pursuant to DTR4

The Directors confirm to the best of their knowledge that:

· the Group's financial statements have been prepared in accordance with UK adopted international accounting standards and with the requirements of the Companies Act 2006 as applicable to companies reporting under those standards, and give a true and fair view of the assets, liabilities, financial position and profit and loss of the Group; and

· the Annual Report includes a fair review of the development and performance of the business and the financial position of the Group and the Parent Company, together with a description of the principal risks and uncertainties that they face.

On behalf of the Board

Lucinda Riches C.B.E.

Chairman

26 February 2025

Corporate Governance Report

This Corporate Governance Report forms part of the Report of the Directors. The Board operates under a framework for corporate governance which is appropriate for an investment company. All companies with a premium listing of equity shares in the UK are required under the UK Listing Rules to report on how they have applied the UK Code in their Annual Report and financial statements.

The Company became a member of the AIC with effect from 27 March 2013 and has therefore put in place arrangements to comply with the AIC Code and, in accordance with the AIC Code, complies with the UK Code.

The AIC Code, as explained by the AIC Guide, addresses all the principles set out in the UK Code, as well as setting out additional principles and recommendations on issues that are of specific relevance to investment companies such as the Company. In August 2024, the AIC Code was updated and endorsed by the FRC and the 2024 AIC Code applies to accounting periods beginning on or after 1 January 2025, with the exception of Provision 34 which will apply to accounting periods beginning on or after 1 January 2026.

The AIC Code and the AIC Guide are available on the AIC's website, www.theaic.co.uk. The UK Code is available on the FRC's website, www.frc.org.uk.

The Company has complied with the recommendations of the AIC Code throughout the year, where applicable. The Company does not comply with recommendations relating to the appointment of a Remuneration Committee or a performance related remuneration policy as, being wholly comprised of non-executive Directors, the Board itself considers such matters related to remuneration and does not consider it appropriate for its remuneration to be incentivised through performance outcomes.

Purpose, Culture and Values

The Company's purpose remains clear; to provide shareholders with an annual dividend that increases in line with RPI inflation while preserving the capital value of its investment portfolio in the long term on a real basis through reinvestment of excess cash flow. 

The Company provides investors with the opportunity to participate directly in the ownership of UK wind farms, so increasing the resources and capital dedicated to the deployment of renewable energy and the reduction of greenhouse gas emissions.

As an investment trust with no employees, the Board has agreed that its culture and values should be aligned with those of the Investment Manager and centred on long term relationships with the Company's key stakeholders and sustainable investment as follows:

· Integrity is at the heart of every activity, with importance being placed on transparency, trustworthiness and dependability.

· The trust of stakeholders is very important to maintain the Company's reputation, particularly for execution certainty for asset sellers and delivery of investment promises to investors.

· Respect for differing opinions is to be shown across all interaction and communication.

· Individual empowerment is sought with growth in responsibility and autonomy being actively encouraged.

· Collaboration and effectively utilising the collective skills of all participants is important to ensure ideas and information are best shared.

The Board of Directors continually reviews the Company's purpose, values and strategy which promote the culture of the Company and focus on long term relationships with the Company's key stakeholders and sustainable investment. The Board believes it has a strong culture of collaboration and inclusivity, which is reflected in the way in which Board meetings are conducted. The Chairman promotes and facilitates a strong culture of open debate on topics, encouraging participation and input from all Directors, the Investment Manager and other advisors and service providers to ensure a wide exchange of views. The Board annually considers the embedding of a collaborative and inclusive culture as part of its performance review process.

The Board

As at the date of this report, the Board consists of 6 non-executive Directors and represents a range of investment, financial and business skills and experience. During the year, Martin McAdam retired as Director with effect from 24 April 2024, and Abigail Rotheroe was appointed as a Director with effect from 1 March 2024. Taraneh Azad has since joined the Board as a Director with effect from 1 February 2025.

The Chairman of the Board is Lucinda Riches. In considering the independence of the Chairman, the Board took note of the provisions of the AIC Code relating to independence, and has determined that Lucinda remains independent as a non-executive Director with a clear division of responsibilities from the Investment Manager. The Senior Independent Director is Nick Winser The Company, as an Investment Trust, has no employees and therefore there is no requirement for a chief executive.

The Articles of Association provide that Directors shall retire and offer themselves for re-election at the first AGM after their appointment and at least every 3 years thereafter. However, the AIC Code requires that Directors be subject to an annual election by shareholders, and the Directors comply with this requirement. All of the Directors shall offer themselves for re-election at the forthcoming AGM. Having considered their effectiveness, demonstration of commitment to the role, length of service, attendance at meetings and contribution to the Board's deliberations, the Board approves the nomination for re-election of the Directors.

The Company's view is that the continuity and experience of its Directors are important and that a suitable balance needs to be struck with the need for independence and the refreshing of the skills and expertise of the Board. The Company believes that some limited flexibility in its approach to Director rotation and Chair tenure will enable it to manage succession planning more effectively, as set out below. During the year, the Board conducted comprehensive

recruitment processes aimed at ensuring a sustained balance of skills and experience on the Board.

The terms and conditions of appointment of non-executive Directors are available for inspection from the Company's registered office.

Chair Tenure Policy

The Company's policy on Chair tenure is available on the Company website. The Company's policy on Chair tenure is that the Chairman should normally serve no longer than 9 years as a Director and Chairman but, where it is in the best interests of the Company, its shareholders and stakeholders, the Chairman may serve for a limited time beyond that to help the Company manage succession planning whilst at the same time still address the need for regular refreshment and diversity. In such circumstances the independence of the other Directors will ensure that the Board as a whole remains independent.

Diversity Policy

The Company's policy on Board diversity is available on the Company website and sets out the approach that will be adopted to ensure that the Board remains appropriately balanced, and relevant to the Company's operations. The composition of the Board is reviewed annually by the Nomination Committee, including the balance of skills, knowledge, experience and the diversity policy is considered in conjunction with all Board appointments. The Board's composition is detailed within the Strategic Report.

Performance and Evaluation

Pursuant to Provision 26 of the AIC Code, the Board undertakes a formal and rigorous review of its performance each financial year. As a FTSE 250 company, in keeping with the provisions of the AIC Code, it is the Company's policy that every 3 years an external consultant, who has no connection with the Company, carries out a formal review of the Board's performance. This was last conducted in 2022 and therefore the Board will be subject to an external review again in 2025. The Board will initiate a tender process and invite external consultants to participate and complete a pre-qualification questionnaire to develop a longlist of potential consultants. The chosen consultant will be selected based on sector experience, process and output with consideration to fee levels.

An internal evaluation of the Board, the Committees and individual Directors was conducted during 2024 in the form of annual performance appraisals, questionnaires and discussions to determine effectiveness and performance in various areas, as well as the Directors' continued independence and tenure. This process was facilitated by the Company Secretary. The reviews concluded that the overall performance of the Board and its Committees was satisfactory and the Board was confident in its ability to continue to govern the Company well.

Each individual Director's training and development needs are reviewed annually. All new Directors receive an induction from the Investment Manager and Company Secretary, which includes the provision of information about the Company and their responsibilities. In addition,

site visits and specific Board training sessions are arranged involving presentations on relevant topics on a regular basis.

Board Responsibilities

The Board will meet, on average, 6 times in each calendar year for scheduled Board meetings and on an ad hoc basis as and when necessary. At each meeting the Board follows a formal agenda that will cover the business to be discussed. Between meetings there is regular contact with the Investment Manager and the Administrator. The Board requires to be supplied with information by the Investment Manager, the Administrator and other advisers in a form appropriate to enable it to discharge its duties.

The Board has responsibility for ensuring that the Company keeps proper accounting records which disclose with reasonable accuracy at any time the financial position of the Company and which enable it to ensure that the financial statements comply with applicable regulation. It is the Board's responsibility to present a fair, balanced and understandable Annual Report, which provides the information necessary for shareholders to assess the performance, strategy and business model of the Company. This responsibility extends to the half year and other price sensitive public reports.

Audit Committee

The Company's Audit Committee is chaired by Caoimhe Giblin and consists of a minimum of 3 members. In accordance with best practice, the Company's Chairman is not a member of the Audit Committee however she does attend Audit Committee meetings as and when deemed appropriate. The Audit Committee Report in this report describes the work of the Audit Committee.

Management Engagement Committee

The Company's Management Engagement Committee comprises all of the Directors and is required to meet at least once per year. The Chairman of the Management Engagement Committee is Lucinda Riches. The Management Engagement Committee's main function is to keep under review the performance of the Investment Manager and make recommendations on any proposed amendment to the Investment Management Agreement.

The Management Engagement Committee met once during the year and agreed an amendment to the Investment Management Agreement with the Investment Manager.

Terms of reference for the Management Engagement Committee have been approved by the Board and are available on the Company's website.

Nominations Committee

The Company's Nominations Committee comprises all of the Directors and is required to meet at least once per year. The Chairman of the Nominations Committee is Lucinda Riches. The Nominations Committee's main function is to plan for Board succession and to review annually the structure, size and composition of the Board and make recommendation to the Board with regard to any changes that are deemed necessary. Terms of reference for the Nominations Committee have been approved by the Board and are available on the Company's website.

The Nominations Committee met 3 times during the year to consider Director remuneration and Board succession planning, as well as to commence a non executive director recruitment process with the assistance of an external recruitment consultant, Heidrick & Struggles.

For the Director recruitment process, the Nominations Committee developed a role specification with the assistance of Heidrick & struggles to identify potential candidates for consideration, with a shortlist of candidates being interviewed by Committee members and the Investment Manager before a final decision was taken to recommend the appointment of Taraneh Azad to the Board. The Nominations Committee will continue to review structure, size and composition of the Board and report on succession planning annually to preserve continuity by phasing the retirement of Directors approaching nine years of service. 

Communications and Disclosure Committee

The Company has established a Communications and Disclosure Committee which is required to meet at least once a year. The committee has responsibility for, amongst other things, determining on a timely basis the disclosure treatment of material information, and assisting in the design, implementation and periodic evaluation of disclosure controls and procedures. The Committee also has responsibility for the identification of inside information for the purpose of maintaining the Company's insider list.

Terms of reference for the Communications and Disclosure Committee have been approved by the Board and are available on the Company's website. Membership consists of the Chairman (or one other Director) and one of Stephen Lilley and Matt Ridley. Additional members of the Committee may be appointed and existing members removed by the Committee. The membership of the Committee is reviewed by the Board on a periodic basis and at least once a year.

The AIC Code recommends that companies appoint a Remuneration Committee, however the Board has not deemed this necessary, as being wholly comprised of non-executive Directors, the whole Board considers these matters.

The Investment Manager

The Board has entered into the Investment Management Agreement with the Investment Manager under which the Investment Manager is responsible for developing strategy and the day-to-day management of the Group's investment portfolio, in accordance with the Group's Investment Objective and Investment Policy, subject to the overall supervision of the Board. A summary of the fees paid to the Investment Manager are given in note 3 to the financial statements.

The Investment Management Agreement may be terminated with immediate effect and without compensation, by either the Investment Manager or the Company if the other party has gone into liquidation, administration or receivership or has committed a material breach of the Investment Management Agreement.

During the year, there was a revision to the terms of the Investment Management Agreement with the basis of the fee calculation becoming the lower of market capitalisation and NAV. This revision was effective on 1 January 2025.

The Board as a whole reviewed the Company's compliance with the UK Corporate Governance Code, the Listing Rules, the Disclosure Guidance and Transparency Rules and the AIC Code. In accordance with the Listing Rules, the Directors confirm that the continued appointment of the Investment Manager under the current terms of the Investment Management Agreement is in the interests of shareholders. The Board also reviewed the performance of other service providers and examined the effectiveness of the Company's internal control systems during the year.

The Administrator and Company Secretary

Ocorian Administration (UK) Limited has acted as the Company's Administrator and Company Secretary since December 2012 and provides essential services to the Board, ensuring that Board procedures are followed and that it complies with the Law and applicable rules and regulations.

The Company Secretary facilitates sound information flows to the Board for it to function effectively and efficiently to support the decision making process and advises the Board on updates to Listing and Transparency Rule requirements and on best practice corporate governance developments. During 2024 and prior to the publication of this report, the Company Secretary facilitated the recruitment and induction of two newly appointed Directors and coordinated the effectiveness evaluation review of the Board in conjunction with the Chairman.

Board Meetings, Committee Meetings and Directors' Attendance

The number of meetings of the full Board attended in the year to 31 December 2024 by each Director is set out below:

(1) Appointed with effect from 1 March 2024, at which point 2 scheduled Board meetings had taken place.

(2) Resigned with effect from 24 April 2024, at which point 2 scheduled Board meetings and 6 additional Board meeting had taken place.

The number of meetings of the committees of the Board attended in the year to 31 December 2024 by each committee member is set out below:

(1)  Appointed to the Board with effect from 1 March 2024, at which point 2 Audit Committee meetings, and 1 Nominations Committee meeting had taken place.

(2)  Resigned from the Board with effect from 24 April 2024, at which point 2 Audit Committee meetings, no Management Engagement Committee meetings and 1 Nominations Committee meeting had taken place.

Internal Control

The Board is responsible for the Company's system of internal control and for reviewing its effectiveness. The Board confirms that it has an ongoing process for identifying, evaluating and managing the significant risks faced by the Company. This process has been in place throughout the year and has continued since the year end.

The Company's principal risks and uncertainties are detailed in the Strategic Report. As further explained in the Audit Committee Report, the risks of the Company are outlined in a risk matrix which was reviewed and updated during the year. The Board continually reviews its policy setting and updates the risk matrix at least annually to ensure that procedures are in place with the intention of identifying, mitigating and minimising the impact of risks should they crystallise. The Board has a process in place to identify emerging risks, such as climate related risks, and to determine whether any actions are required. The Board relies on reports periodically provided by the Investment Manager and the Administrator regarding risks that the Company faces. When required, experts are employed to gather information, including tax and legal advisers. The Board also regularly monitors the investment environment and the management of the Company's portfolio, and applies the principles detailed in the internal control guidance issued by the FRC.

The Board holds an annual risk and strategy discussion, which enables the Directors to consider risk outside the scheduled quarterly Board meetings. This enables emerging risks to be identified and discussions on horizon scanning to occur, so the Board can consider how to manage and potentially mitigate any relevant emerging risks.

The principal features of the internal controls systems which the Investment Manager and Administrator have in place in respect of the Group's financial reporting are focused around the 3 lines of defence model and include:

· internal review of all financial reports;

· review by the Board of financial information prior to its publication;

· authorisation limits over expenditure incurred by the Group;

· review of valuations; and

· authorisation of investments.

The Board is aware that the implementation of Provision 34 of the AIC Code will be effective from accounting period beginning after 1 January 2026 and work is currently being undertaken to ensure the appropriate detail in relation to the review of the risk management and internal control systems reported by the Investment Manager will be implemented by the period ended 31 December 2026.

Whistleblowing

The Board has considered the AIC Code recommendations in respect of arrangements by which staff of the Investment Manager or Administrator may, in confidence, raise concerns within their respective organisations about possible improprieties in matters of financial reporting or other matters. It has concluded that adequate arrangements are in place for the

proportionate and independent investigation of such matters and, where necessary, for appropriate follow-up action to be taken within their organisation.

Consumer Duty

On 31 July 2023 the FCA introduced a new Principle for Businesses (Principle 12) applicable to authorised firms in the UK which carry on "retail market business" and who can determine, or materially influence retail customer outcomes. This new Principle 12 was accompanied by a package of rules and guidance, which are collectively known as the Consumer Duty.

The Company is not subject to the Consumer Duty as it is not an FCA authorised firm. However, the Company is aware that its shares may be held by or on behalf of retail customers, and that other firms within the distribution chain of its shares are within scope of the Consumer Duty requirements. Accordingly, it is the Board's intention that the Company will respond to information and other requests from UK authorised firms in the distribution chain of the Company's shares in such a way.

Amendment of Articles of Association

The Company's Articles of Association may be amended by the members of the Company by special resolution (requiring a majority of at least 75 per cent of the persons voting on the relevant resolution).

Engagement with Stakeholders

The Company is committed to maintaining good communications and building positive relationships with all stakeholders, including shareholders, debt providers, analysts, potential investors, suppliers and the wider communities in which the Group and its investee companies operate. This includes regular engagement with the Company's shareholders and other stakeholders by the Board, the Investment Manager and the Administrator. Highlights of some of the principal decisions that have been made in the interests of stakeholders can be found within the section 172 statement of this report. Regular feedback is provided to the Board to ensure they understand the views of stakeholders and a stakeholder matrix is reviewed at each scheduled Board and Audit Committee meeting to record the stakeholders considered for each item of business.

Relations with Shareholders

The Company welcomes the views of shareholders and places great importance on communication with its shareholders. The Investment Manager is available at all reasonable times to meet with principal shareholders and key sector analysts. The Chairman, the Senior Independent Director and other Directors are also available to meet with shareholders, if required.

All shareholders have the opportunity to put questions to the Company at its registered address or via email. The AGM of the Company also provides a forum for shareholders to meet and discuss issues with the Directors and Investment Manager. The Company issues regulatory announcements via the London Stock Exchange in respect of routine reporting obligations, periodic financial and portfolio information updates and in response to other events.

The Board receives comprehensive shareholder reports from the Company's Registrar and regularly monitors the views of shareholders and the shareholder profile of the Company. The Board is also kept fully informed of all relevant market commentary on the Company by the Investment Manager.

Relations with Other Stakeholders

The Company values its relationships with its debt providers. The Investment Manager ensures that the Company continues to meet its debt covenants and reporting requirements. During the year, the Company refinanced £725 million of existing debt.

The Investment Manager conducts presentations with analysts and investors to coincide with the announcement of the Company's full and half year results, providing an opportunity for discussions and queries on the Company's activities, performance and key metrics. In addition to these semi-annual presentations, the Investment Manager meets regularly with analysts and investors to provide further updates with how the Company and the investment portfolio are performing.

During the year, the Investment Manager hosted a Capital Markets Event, which included a series of presentations and a question and answer session, which was well supported by investors and analysts.

The Directors and Investment Manager receive informal feedback from analysts and investors, which is presented to the Board by the Company's Joint Brokers. The Company Secretary also receives informal feedback via queries submitted through the Company's website and these are addressed by the Board, the Investment Manager or the Company Secretary, where applicable.

The Company recognises that relationships with suppliers are enhanced by prompt payment and the Company's Administrator ensures all payments are processed within the contractual terms agreed with the individual suppliers.

The Company, via its Investment Manager, has long term and important relationships with its operational site managers and turbine operations and maintenance managers and reviews performance, including health and safety, on a monthly basis. Representatives of the site manager and SPV board directors from the Investment Manager, visit all operational sites on a regular basis and generally carry out safety walks at least once a year on each site. The Board's Health and Safety Director also visits sites from time to time.

Similarly, environment protection issues are reported on every month by the site managers and annual habitat management plans are agreed by each SPV board for all sites to ensure that the environment in and surrounding each windfarm is carefully protected.

The Directors recognise that the long term success of the Company is linked to the success of the communities in which the Group, and its investee companies, operate. During the year, a number of community projects were supported by the Group's investee companies.

Key decisions made or approved by the Directors during the year and the impact of those decisions on the Company's members and wider stakeholders is disclosed further in the Strategic Report.

Shareholders may also find Company information or contact the Company through its website.

On behalf of the Board

Lucinda Riches C.B.E.

Chairman of the Board

26 February 2025

Audit Committee Report

At the date of this report, the Audit Committee comprised Caoimhe Giblin (Chairman), Nick Winser, Jim Smith, Abigail Rotheroe and Taraneh Azad. The AIC Code has a requirement that at least one member of the Audit Committee should have recent and relevant financial experience and the Audit Committee as a whole shall have competence relevant to the sector. The Board is satisfied that the Audit Committee is properly constituted in these respects. The qualifications and experience of all Audit Committee members are disclosed the Board of Directors section of this report.

The Audit Committee operates within clearly defined terms of reference which were reviewed during the financial year and approved by the Board, and include all matters indicated by Disclosure Guidance and Transparency Rule 7.1 and the AIC Code and are available for inspection on the Company's website: www.greencoat-ukwind.com. The Company's Annual Report complies with the provisions of the Competition and Markets Authority's (CMA) Order.

Audit Committee meetings are scheduled at appropriate times in the reporting and auditing cycle. The Chairman, other Directors and third parties may be invited to attend meetings as and when deemed appropriate.

Summary of the Role and Responsibilities of the Audit Committee

The duties of the Audit Committee, amongst other things, include reviewing the Company's quarterly NAV, half year report, Annual Report and financial statements and any formal announcements relating to the Company's financial performance.

The Audit Committee is the forum through which the external Auditor reports to the Board and is responsible for reviewing the terms of appointment of the Auditor, together with their remuneration. On an ongoing basis, the Audit Committee is responsible for reviewing the objectivity of the Auditor along with the effectiveness of the audit and the terms under which the Auditor is engaged to perform non-audit services (restricted to the limited scope review of the half year report and reporting accountant services in relation to equity raises). The Audit Committee is also responsible for reviewing the Company's corporate governance framework, system of internal controls and risk management, ensuring they are suitable for an investment company.

The Audit Committee reports its findings to the Board, identifying any matters on which it considers that action or improvement is needed, and makes recommendations on the steps to be taken.

The Audit Committee annually reviews its obligations and processes under the FRC's Minimum Standard for audit committees to ensure it remains compliant with the requirements and responsibilities for the oversight of the audit and audit tender process.

Overview

During the year, the Audit Committee's discussions have been broad ranging. In addition to the 4 formally convened Audit Committee meetings, the Audit Committee has had regular contact and meetings with the Investment Manager, the Administrator and the Auditor. These meetings and discussions focused on, but were not limited to: 

· a detailed analysis of the Company's quarterly NAVs;

· reviewing the updated risk matrix of the Company and assessing the Company's risk management systems;

· reviewing the Company's corporate governance framework, including climate related reporting disclosures under the TCFD framework;

· reviewing the internal controls framework for the Company, the Administrator and the Investment Manager, considering the need for a separate internal audit function;

· considering any incidents of internal control failure or fraud and the Company's response;

· considering the ongoing assessment of the Company as a going concern;

· considering the principal risks and period of assessment for the longer term viability of the Company;

· monitoring the ongoing appropriateness of the Company's status as an investment entity under IFRS 10, in particular following an acquisition;

· monitoring compliance with AIFMD, the AIC code and other regulatory and governance frameworks;

· reviewing and approving the audit plan in relation to the audit of the Company's Annual Report and financial statements;

· monitoring the performance of the Auditor and its engagement with the Investment Manager and Administrator;

· monitoring compliance with the Company's policy on the provision of non-audit services by the Auditor;

· reviewing the effectiveness, resources, qualifications and independence of the Auditor;

· reviewing the Company's adherence to the responsibilities within the FRC Audit Committees and the External Audit: Minimum Standard; and

· reviewing the anti-money laundering procedures for the Company, the Administrator and the Investment Manager.

Financial Reporting

The primary role of the Audit Committee in relation to financial reporting is to review with the Investment Manager, the Administrator and the Auditor the appropriateness of the half year report and Annual Report and financial statements, concentrating on, amongst other matters:

· the quality and acceptability of accounting policies and practices;

· the clarity of the disclosures and compliance with financial reporting standards and relevant financial and governance reporting requirements;

· amendments to legislation and corporate governance reporting requirements and accounting treatment of new transactions in the year;

· the impact of new and amended accounting standards on the Company's financial statements;

· whether the Audit Committee believes that proper and appropriate processes and procedures have been followed in the preparation of the half year report and Annual Report and financial statements;

· considering and recommending to the Board for approval the contents of the annual financial statements and reviewing the Auditor's report thereon including considering whether the financial statements are overall fair, balanced and understandable;

· material areas in which significant judgements have been applied or there has been discussion with the Auditor; and

· any correspondence from regulators in relation to the Company's financial reporting.

BDO LLP attended 2 of the 4 Audit Committee meetings held during the year. The Audit Committee has also held private meetings with the Auditor to provide additional opportunities for open dialogue and feedback. Matters typically discussed include the Auditor's assessment of the transparency and openness of interactions with the Investment Manager and the Administrator, confirmation that there has been no restriction in scope placed on them, the independence of their audit and how they have exercised professional scepticism.

Significant Issues

The Audit Committee discussed the planning, conduct and conclusions of the external audit as it proceeded. At the Audit Committee meeting in advance of the year end, the Audit Committee discussed and approved the Auditor's audit plan. The Audit Committee identified the carrying value of investments as a key area of risk of misstatement in the Company's financial statements.

Assessment of the Carrying Value of Investments

The Group has an accounting policy to designate investments at fair value through profit or loss. Therefore, the most significant risk in the Group's financial statements is whether its investments are fairly valued due to the uncertainty involved in determining the investment valuations. There is also an inherent risk of management override as the Investment Manager's fee is calculated based on NAV, as disclosed in note 3 to the financial statements. The Investment Manager is responsible for calculating the NAV with the assistance of the Administrator, prior to approval by the Board.

On a quarterly basis, the Investment Manager provides a detailed analysis of the NAV highlighting any movements and assumption changes from the previous quarter's NAV. This analysis and the rationale for any changes made is considered and challenged by the Chairman of the Audit Committee and subsequently considered, challenged and approved by the Board. This risk has been reduced as the terms of the Investment Management Agreement were amended such that the basis of the investment management fee calculation will be the lower of the Company's market capitalisation and NAV.

The Audit Committee has satisfied itself that the key estimates and assumptions used in the valuation model are appropriate and that the investments have been fairly valued. The key estimates and assumptions include the useful life of the assets, the discount rates, the level of wind resource, the rate of inflation, the price at which the power and associated benefits can be sold and the amount of electricity the assets are expected to produce.

Internal Control

The Audit Committee has established a set of ongoing processes designed to meet the particular needs of the Company in managing the risks to which it is exposed.

The Investment Manager has identified the principal risks to which the Company is exposed, and recorded them on a risk matrix together with the controls employed to mitigate these risks. The Investment Manager also identifies emerging risks and determines whether any actions are required. A residual risk rating has been applied to each risk. The Audit Committee is responsible for reviewing the risk matrix and associated controls before recommending to the Board for consideration and approval, challenging the Investment Manager's assumptions, to ensure a robust internal risk management process.

The Audit Committee considers risk and strategy regularly, and formally reviewed the updated risk matrix in the first quarter of 2025 and will continue to do so at least annually. By their nature, these procedures provide a reasonable, but not absolute, assurance against material misstatement or loss. Regular reports are provided to the Audit Committee highlighting material changes to risk ratings.

The Audit Committee reviewed the Group's principal risks and uncertainties as at 30 June 2024 to determine that these were unchanged from those disclosed in the Company's 2023 Annual Report and remained the most likely to affect the Group in the second half of the year.

During the year, the Audit Committee discussed and reviewed in depth the internal controls frameworks in place at the Investment Manager and the Administrator. Discussions were centred around 3 lines of defence: assurances at operational level; internal oversight; and independent objective assurance. The Administrator holds the International Standard on Assurance Engagements (ISAE) 3402 SOC Type II certification. This entails an independent rigorous examination and testing of their controls and processes.

The Audit Committee concluded that these frameworks were appropriate for the identification, assessment, management and monitoring of financial, regulatory and other risks, with particular regard to the protection of the interests of the Company's shareholders.

Internal Audit

The Audit Committee continues to review the need for an internal audit function and has decided that the systems, processes and procedures employed by the Company, Investment Manager and Administrator, including their own internal controls and procedures, provide sufficient assurance that an appropriate level of risk management and internal control is maintained. Schroders plc, the parent company of the Investment Manager has an internal audit function which is responsible for independently assessing and validating the effectiveness of key controls undertaken by the Investment Manager. In 2023, the Investment Manager's internal audit function engaged directly with the Directors providing assurance reports which were discussed at the Company's Audit and Risk Committee meetings. The Company's Administrator and Company Secretary formally reports to the Board on its internal control procedures and holds the International Standard on Assurance Engagements (ISAE) 3402 SOC Type II certification which entails an independent rigorous examination and testing of its controls and processes. In addition to this, the Company's external Depositary provides cash monitoring, asset verification and oversight services to the Company.

The Audit Committee has therefore concluded that shareholders' investments and the Company's assets are adequately safeguarded and an internal audit function specific to the Company is considered unnecessary.

The Audit Committee is available on request to meet investors in relation to the Company's financial reporting and internal controls.

External Auditor

Effectiveness of the Audit Process

The Audit Committee assessed the effectiveness of the audit process by considering BDO LLP's fulfilment of the agreed audit plan through the reporting presented to the Audit Committee by BDO LLP and the discussions at the Audit Committee meeting, which highlighted the major issues that arose during the course of the audit. In addition, the Audit Committee also sought feedback from the Investment Manager and the Administrator on the effectiveness of the audit process. For this financial year, the Audit Committee was satisfied that there had been appropriate focus and challenge on the primary areas of audit risk and assessed the quality of the audit process to be good.

Non-Audit Services

The Audit Committee has a policy regarding the provision of non audit services by the external Auditor. The Audit Committee monitors the Group's expenditure on non-audit services provided by the Company's Auditor who should only be engaged for non-audit services where they are deemed to be the most commercially viable supplier and prior approval of the Audit Committee has been sought.

Details of fees paid to BDO LLP during the year are disclosed in note 5 to the financial statements. The Audit Committee approved these fees after a review of the level and nature of work to be performed and are satisfied that they are appropriate for the scope of the work required. The Audit Committee seeks to ensure that any non-audit services provided by the external Auditor do not conflict with their statutory and regulatory responsibilities, as well as their independence, before giving written approval prior to their engagement. The Audit Committee was satisfied that provision of these non-audit services did not provide threats to the Auditor's independence.

Independence

The Audit Committee is required to consider the independence of the external Auditor. In fulfilling this requirement, the Audit Committee has considered a report from BDO LLP describing its arrangements to identify, report and manage any conflict of interest and the extent of non-audit services provided by them.

The Audit Committee has concluded that it considers BDO LLP to be independent of the Company and that the provision of the non-audit services described above is not a threat to the objectivity and independence of the conduct of the audit.

Re-appointment

BDO LLP has been the Company's Auditor from its incorporation on 4 December 2012. The Auditor is required to rotate the audit partner responsible for the Group audit every 5 years. A new lead partner was appointed in 2020 and therefore the lead partner will be required to rotate after the completion of the 2024 year end audit.

The external audit contract is required to be put to tender at least every 10 years. The Audit Committee last conducted a formal and competitive external audit tender process in 2022 and resolved to reappoint BDO LLP as the Company's Auditor for the year ending 31 December 2023. The tender process adhered to the requirements of the FRC's Minimum Standard on audit tendering, being led by the Audit Committee who had invited challenger audit firms for consideration against a comprehensive selection criteria and audit quality indicators published by the FRC. 

As described above, the Audit Committee reviewed the effectiveness and independence of the Auditor and remains satisfied that the Auditor provides effective independent challenge to the Board, the Investment Manager and the Administrator. The Audit Committee will continue to monitor the performance of the Auditor on an annual basis and will consider their independence and objectivity, taking account of appropriate guidelines.

The Audit Committee has therefore recommended to the Board that BDO LLP be proposed for re-appointment as the Company's Auditor at the 2025 AGM of the Company.

The Company has complied with The Statutory Audit Services for Large Companies Market Investigation (Mandatory Use of Competitive Tender Processes and Audit Committee Responsibilities) Order 2014 for the 2024 financial year.

Caoimhe Giblin

Chairman of the Audit Committee

26 February 2025

Consolidated Statement of Comprehensive Income

For the year ended 31 December 2024

The accompanying notes form an integral part of the financial statements.

Consolidated Statement of Financial Position

As at 31 December 2024