Interim Management Statement

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

Company Number: 4134479

Interim Management Statement (Unaudited)

For the three months ended 30 June, 2014

The Company has prepared this Interim Management Statement ("IMS") to meet the requirements of the UK Listing Authority's Disclosure and Transparency Rules. The IMS covers the three months ended 30 June, 2014 and also covers development up to the date of publication. More detailed information about the Company and its performance is available on the Investment Manager's website at www.ecofin.co.uk.

The Company's assets are primarily invested in the equity and equity-related securities of utility and utility-related companies, although the Company may invest up to 15% of its gross assets in the debt instruments of such companies and may also hold significant cash or cash-equivalent positions from time to time. For purposes of investment, utility companies are those involved in the generation, transmission, distribution and supply of electric power; the abstraction, treatment and distribution of water; the treatment of waste water and waste; the distribution of natural gas; and the transmission of energy. Utility-related companies are those that supply equipment, technology, fuel or services to utility companies or which enjoy natural monopolies in the provision of essential infrastructure services.

The discount to net asset value based on the closing price of the Company's Ordinary Shares on 21 July, 2014 of 169.375p and the most recently announced net asset value per Ordinary Share as at 16 July, 2014 of 219.96p was 23.0%.

At 30 June, 2014, the Company's investment portfolio was invested as follows:

** 20.4% if Lonestar Resources Limited is treated as an unquoted investment due to thin trading volumes in its shares.

Material Events and Transactions

With effect from 14 April, 2014, BNP Paribas Securities Services and BNP Paribas Secretarial Services Limited were engaged to provide administration services and company secretarial services to the Company.

The Board of the Company was pleased to announce the appointment of Mr David Simpson as a non-executive Director of the Company with effect from 23 May, 2014.

The Company announced on 29 April, 2014 that the Directors had declared a Second Interim Dividend for the year to 30 September, 2014 of 1.6875p per Ordinary Share. This dividend was payable on 30 May, 2014 to holders of Ordinary Shares on the Register at the close of business on 9 May, 2014.

On 3 June, 2014, the Company announced that it had allotted a total of 23,168 Ordinary Shares of the Company in connection with an election by holders of the Company's 6% Convertible Unsecured Subordinated Loan Stock 2016 ("Loan Stock") to convert £40,000 nominal amount of Loan Stock into 23,168 Ordinary 0.1p Shares ("Ordinary Shares") in the period to 31 May, 2014.

As a result, the Company has 210,401,060 Ordinary Shares in issue, 568,409 of which are held in Treasury, and £79,909,563 nominal amount of Convertible Unsecured Subordinated Loan Stock outstanding, before the amortisation of expenses associated with the issue. Any Convertible Unsecured Subordinated Loan Stock not converted into Ordinary Shares of the Company by 31 July, 2016 will be repaid by the Company at its nominal amount. The Company also has 60 million Zero Dividend Preference Shares outstanding (issued through EW&PO Finance plc) which will mature on 31 July, 2016.

On 23 June, 2014, the Company issued a Circular to Shareholders proposing the adoption of new Articles of Association to include certain provisions to comply with the Alternative Investment Fund Management Directive ("AIFMD").  The adoption of the new Articles was approved by Shareholders at a General Meeting held on Wednesday, 9 July, 2014.

On 21 July, 2014, the Company announced that it had entered into the arrangements necessary to ensure its compliance with the AIFMD and, specifically, that the Board had approved the appointments of Ecofin Limited as the Company's Alternative Investment Fund Manager and Citibank International PLC as the Company's depositary with effect from 22 July, 2014.

The Board is not aware of any other events or transactions undertaken by the Company between 31 March, 2014 and the date of this announcement which had a material impact on the financial position of the Company.

A copy of this IMS is available on the Investment Manager's website at www.ecofin.co.uk.

For further information, please contact:

Elspeth Dick 

Ecofin Limited

Tel: 020 7451 2929

23 JULY, 2014