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| Directions to the NRG Yield, Inc. 2015 annual meeting are available in the proxy statement, which can be viewed at www.envisionreports.com/NYLD. Here’s how to order a copy of the proxy materials and select a future delivery preference: Paper copies: Current and future paper delivery requests can be submitted via the telephone, Internet or email options below. Email copies: Current and future email delivery requests must be submitted via the Internet following the instructions below. If you request an email copy of current materials you will receive an email with a link to the materials. PLEASE NOTE: You must use the number in the shaded bar on the reverse side when requesting a set of proxy materials. g Internet – Go to www.envisionreports.com/NYLD. Click Cast Your Vote or Request Materials. Follow the instructions to log in and order a copy of the current meeting materials and submit your preference for email or paper delivery of future meeting materials. g Telephone – Call us free of charge at 1-866-641-4276 and follow the instructions to log in and order a paper copy of the materials by mail for the current meeting. You can also submit a preference to receive a paper copy for future meetings. g Email – Send email to investorvote@computershare.com with “Proxy Materials NRG Yield, Inc.” in the subject line. Include in the message your full name and address, plus the number located in the shaded bar on the reverse, and state in the email that you want a paper copy of current meeting materials. You can also state your preference to receive a paper copy for future meetings. To facilitate timely delivery, all requests for a paper copy of the proxy materials must be received by April 24, 2015. Directions to the NRG Yield, Inc. 2015 Annual Meeting of Stockholders . Stockholder Meeting Notice NRG Yield, Inc.’s Annual Meeting of Stockholders will be held on May 5, 2015 at The Ritz-Carlton, Philadelphia, 10 Avenue of the Arts, Philadelphia, Pennsylvania 19102, at 9:00 a.m. (Eastern Time). Proposals to be voted on at the meeting are listed below along with the Board of Directors’ recommendations. The Board of Directors recommends a vote FOR all the nominees listed and FOR Proposal 2 (comprising Proposals 2A and 2B), 3 and 4: 1. Election of Directors: 01 - David Crane 02 - John F. Chlebowski 03 - Kirkland B. Andrews 04 - Brian R. Ford 05 - Mauricio Gutierrez 06 - Ferrell P. McClean 07 - Christopher S. Sotos 2. To approve the Second Amended and Restated Certificate of Incorporation:* 2A: To approve the adoption of amendments to the Company’s Amended and Restated Certificate of Incorporation to establish the Class C common stock and Class D common stock. 2B: To approve the adoption of amendments to the Company’s Amended and Restated Certificate of Incorporation to effectuate the stock split. 3. To approve the Amended and Restated 2013 Equity Incentive Plan. 4. To ratify the appointment of KPMG LLP as the Company's independent registered public accounting firm for the 2015 fiscal year. * Each of the proposals comprising Proposal 2 is cross-conditioned upon the approval by our stockholders of all of the proposals comprising Proposal 2. Neither Proposal 2A nor Proposal 2B will be deemed approved unless both of them are approved. The approval of each of the proposals comprising Proposal 2 will constitute the requisite approval of the adoption of the Company’s Second Amended and Restated Certificate of Incorporation as required by Delaware law. In addition, Proposal 2 and Proposal 3 are related because the Amended and Restated 2013 Equity Incentive Plan will not become effective unless Proposal 2 is approved. PLEASE NOTE – YOU CANNOT VOTE BY RETURNING THIS NOTICE. To vote your shares you must vote online or request a paper copy of the proxy materials to receive a proxy card. If you wish to attend and vote at the meeting, please bring this notice with you. 020D9C |