National Grid : 6 June 2023 - Notice of 2023 Annual General Meeting

Notice of

2023 Annual

General Meeting

This document is important and requires your immediate attention.

The 2023 Annual General Meeting of National Grid plc (the 'Company') will be held at 11.00am on Monday

10 July 2023 at Royal Lancaster London, Lancaster Terrace, London W2 2TY and online via an electronic meeting platform.

If you are in any doubt as to any aspect of the proposals referred to in this document, or about the action you should take, you should seek your own advice from an independent professional advisor. If you have sold or otherwise transferred all your shares in the Company, you should pass this document, together with the accompanying documents (except any personalised form of proxy), to the person who arranged the sale or transfer so these may be passed to the purchaser or transferee.

Find out more

Our corporate website is the principal means we use to communicate with our shareholders. You can view the documents referenced in this Notice of AGM, including the Annual Report and Responsible Business Report.

Visit or scan QR code

nationalgrid.com/investors/resources

Contents

Key information	2
Letter from the Chair	3
Notice of AGM	4
Resolutions	4
Notes to the resolutions	6
Guide to joining and participating in the Meeting	16
Joining	16
Voting	17
Asking questions	18
Other information	19

Key information

Submit questions via the Lumi platform

Pre-register your questions from 10.00am on Monday 26 June 2023 until 10.00am on Thursday 6 July 2023

For full details on how you can join, vote and ask questions please see pages 16 to 18

Registering your proxy voting instructions

Submit by

11.00am on Thursday 6 July 2023

To register online visit either www.sharevote.co.uk www.shareview.co.uk

Voting via CREST and Proxymity

Submit by

11.00am on Thursday 6 July 2023

Visit either proxymity.io euroclear.com

Voting as an	Visit
ADS holder
investorvote.com/NGG

Submit by

12.00 noon EDT on Friday 30 June 2023

Joining the Meeting

The Meeting will begin at

11.00am on Monday 10 July 2023

(join online from 10.00am)

Visit or scan QR code web.lumiagm.com/120-041-551

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National Grid plc

Notice of 2023 Annual General Meeting

Letter from the Chair

Dear shareholder,

I am pleased to invite you to the Company's 2023 Annual General Meeting ('AGM' or the 'Meeting'), which will be held at 11.00am on Monday 10 July 2023 as a combined physical and electronic meeting (hybrid meeting).

Attending the AGM

Shareholders may attend in person or participate by joining via an online link. Information on both options is provided on pages 16 to 18.

Voting at the AGM

Your vote is important. We encourage all shareholders to vote in advance by appointing a proxy, regardless of whether or not they intend to attend the AGM either in person or online. Our share registrar, Equiniti, must receive a shareholder's online or postal proxy appointment and voting instructions by 11.00am on Thursday 6 July 2023 at the latest to ensure that shareholder votes are counted (see page 17 for further detail). Voting on all resolutions on the day of the AGM will be by way of a poll.

For further details see pages 16 to 18

Asking questions

The views of our shareholders are important to us and the AGM offers

a valuable opportunity for shareholders to ask questions on the business of the Meeting. We recommend that you pre-register your questions in advance of the AGM.

For further details see page 18

Business of the meeting

This year, we are proposing 23 resolutions as set out on pages 4 and 5.

Director re-election

The Board believe that each Director who is being put forward for re-election at this AGM brings considerable knowledge, wide-ranging skills and experience to the Board, makes an effective and valuable contribution and continues to demonstrate commitment to their role. The biographies, skills and competencies of all Directors seeking re-election are set out

in the explanations to resolutions 3 to 14 on pages 6 to 12, together with a statement setting out each Director's contribution and reasons for the Board's recommendation. We consider all of the independent Non-executive Directors standing for re-election to be independent in accordance with the UK Corporate Governance Code 2018 (the 'Code').

For further details see pages 6 to 12

In light of the changes to the Board over the last few years, we are

keen to ensure a balance of longer and newer serving Directors to retain knowledge and experience. We are conscious of Thérèse Esperdy having reached her nine-year tenure as a Non-executive Director in March 2023, but I am pleased that both the Board and Thérèse have agreed for her to remain on the Board until 31 December 2023 to provide an orderly succession, given her roles. On behalf of the Board I would like to thank Thérèse for her dedication and insight during her tenure. The Board, together with the People & Governance Committee, are actively recruiting for a Non-executive Director and are considering the skills and experience we need, as well as ensuring we continue to seek to meet our diversity commitments in our Board Diversity, Equity and Inclusion Policy.

Recommendation

Your Board believes that the resolutions contained in this Notice of AGM are in the best interests of the Company, and its stakeholders as a whole, and unanimously recommends that shareholders vote in favour of all of the resolutions to be proposed at the AGM. All Directors intend to vote in favour in respect of their own holdings for the resolutions to be proposed at the AGM in this Notice of meeting.

I would like to thank you, on behalf of the Board, for your continued support of National Grid. I look forward to welcoming you to the AGM either in person or online.

Yours sincerely,

Paula Rosput Reynolds

Chair

National Grid plc

Notice of 2023 Annual General Meeting

03

Resolutions

The AGM will consider the following resolutions, of which resolutions 1 to 19 (inclusive) will be proposed as ordinary resolutions, and resolutions 20 to 23 (inclusive) will be proposed as special resolutions.

Ordinary resolutions

Report and accounts

1. To receive the Company's accounts for the year ended 31 March 2023, together with the Directors' Report and the Auditor's Report on the accounts (altogether the 'Annual Report').

Final dividend

2. To declare a final dividend of 37.60 pence per ordinary share (US$2.3459 per American Depositary Share (ADS)) for the financial year ended 31 March 2023.

Re-election of Directors

1. To re-elect Paula Rosput Reynolds as a Director of the Company.
2. To re-elect John Pettigrew as a Director of the Company.
3. To re-elect Andy Agg as a Director of the Company.
4. To re-elect Thérèse Esperdy as a Director of the Company.
5. To re-elect Liz Hewitt as a Director of the Company.
6. To re-elect Ian Livingston as a Director of the Company.
7. To re-elect Iain Mackay as a Director of the Company.
8. To re-elect Anne Robinson as a Director of the Company.
9. To re-elect Earl Shipp as a Director of the Company.
10. To re-elect Jonathan Silver as a Director of the Company.
11. To re-elect Tony Wood as a Director of the Company.
12. To re-elect Martha Wyrsch as a Director of the Company.

Auditor reappointment and remuneration

1. To reappoint Deloitte LLP as the Company's auditor until the conclusion of the next general meeting at which accounts are laid.
2. To authorise the Audit & Risk Committee of the Board to set the auditor's remuneration.

Directors' Remuneration Report

17. To approve the Directors' Remuneration Report (excluding the excerpts from the Directors' remuneration policy set out within the Directors' Remuneration Report) set out on pages 90 to 106 (inclusive) of the Annual Report.

Political donations

18. To authorise the Company and those companies which are subsidiaries of the Company at any time during the period for which this resolution has effect for the purposes of Part 14 of the Companies Act 2006 (the '2006 Act'):

1. to make political donations to political parties, and/or independent election candidates not exceeding £125,000 in aggregate;
2. to make political donations to political organisations other than political parties, not exceeding £125,000 in aggregate; and
3. to incur political expenditure, not exceeding £125,000 in aggregate provided that the aggregate amount of any such donations and expenditure shall not exceed £125,000 during the period commencing on the date of passing of this resolution and ending at the earlier of the close of the next annual general meeting or 30 September 2024.

Words and expressions defined for the purpose of the 2006 Act shall have the same meaning in this resolution.

Directors' authority to allot shares

19. To authorise the Directors generally and unconditionally, in accordance with section 551 of the 2006 Act, to allot shares in the Company or to grant rights to subscribe for or convert any security into shares in the Company up to an aggregate nominal amount of £152,414,975.

This authority shall expire at the earlier of the close of the next annual general meeting or 30 September 2024 except that the Directors shall be entitled, at any time prior to the expiry of this authority, to make an offer or enter into an agreement which would, or might, require shares to be allotted or subscription or conversion rights to be granted after such expiry, and the Directors may allot shares or grant rights in accordance with such offer or agreement as if the authority conferred had not expired.

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National Grid plc

Notice of 2023 Annual General Meeting

Special resolutions

Disapplication of pre-emption rights

20. Subject to the passing of resolution 19, to authorise the Directors, in accordance with section 570 of the 2006 Act, to allot equity securities (as defined in section 560(1) of the 2006 Act) wholly for cash, including a sale of treasury shares, as if section 561 of the 2006 Act did not apply to any such allotment or sale, provided that this authority shall be limited to:

1. any such allotment or sale in connection with a pre-emptive offer; and
2. any such allotment or sale, otherwise than pursuant to a pre- emptive offer, of equity securities up to an aggregate nominal amount of £22,862,246.

This authority shall expire at the earlier of the close of the next annual general meeting or 30 September 2024 except that the Directors shall be entitled, at any time prior to the expiry of this authority, to make an offer or enter into an agreement which would, or might, require equity securities to be allotted wholly or partly and treasury shares to be sold after such expiry, and the Directors may allot equity securities and sell treasury shares in accordance with such offer or agreement as if the authority conferred had not expired.

21. Subject to the passing of resolution 19, and in addition to any authority granted under resolution 20, to authorise the Directors, in accordance with section 570 of the 2006 Act, to allot equity securities wholly for cash, including a sale of treasury shares, as if section 561 of the 2006 Act did not apply to any such allotment or sale, provided that this authority shall be:

1. limited to the allotment of equity securities or sale of treasury shares up to an aggregate nominal amount of £22,862,246; and
2. used only for the purposes of financing (or refinancing, if the authority is to be used within six months after the original transaction) a transaction which the Directors determine to be an acquisition or other capital investment of a kind contemplated by the Statement of Principles on Disapplying Pre-Emption Rights published by the Pre-Emption Group in 2015.

This authority shall expire at the earlier of the close of the next annual general meeting or 30 September 2024 except that the Directors shall be entitled, at any time prior to the expiry of this authority, to make an offer or enter into an agreement which would, or might, require equity securities to be allotted wholly or partly and treasury shares to be sold after such expiry, and the Directors may allot equity securities and sell treasury shares in accordance with such offer or agreement as if the authority conferred had not expired.

Purchase of own shares

22. To authorise the Company generally and unconditionally, for the purpose of section 701 of the 2006 Act, to make market purchases of its ordinary shares provided that:

1. the maximum number of ordinary shares that may be acquired is 367,817,773 being 10% of the Company's issued share capital (excluding treasury shares) as at 17 May 2023;
2. the minimum price per ordinary share that may be paid for any such shares is 12204⁄473 pence; and
3. the maximum price per share that may be paid for any such shares is not more than the higher of:
4. 1. an amount equal to 105% of the average closing price for an ordinary share, as derived from the London Stock Exchange Official List, for the five business days immediately prior to the day on which the purchase is made; and
   2. an amount equal to the higher of the price of the last independent trade of an ordinary share and the highest current independent bid for an ordinary share on the trading venue where the market purchase pursuant to the authority conferred by this resolution will be carried out.

This authority shall expire at the earlier of the close of the next annual general meeting or 30 September 2024 except that the Company shall be entitled, at any time prior to the expiry of this authority, to make a contract of purchase which would, or might, be executed wholly or partly after such expiry and to purchase ordinary shares in accordance with such contract as if the authority conferred had not expired.

General meetings

23. To authorise the Directors, in accordance with the Company's articles of association ('Articles'), to call a general meeting of the Company, other than an annual general meeting, on not less than 14 clear days' notice.

On behalf of the Board

Justine Campbell

Group General Counsel & Company Secretary

17 May 2023 National Grid plc

Registered Office: 1-3 Strand, London WC2N 5EH Registered in England and Wales No. 4031152

National Grid plc

Notice of 2023 Annual General Meeting

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