SSE : Notice of AGM 2023

Notice of Annual General Meeting 2023

SSE plc

Registered in Scotland No.: SC117119

Registered Office: Inveralmond House, 200 Dunkeld Road, Perth PH1 3AQ

This document is important and requires your immediate attention.

If you are in any doubt as to 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 SSE plc, you should pass this Notice and any documents that came with it to the person through whom the sale or transfer was made for transmission to the purchaser or transferee.

Contents

Letter from the Chair	1
Notice of Annual General Meeting 2023	3
Explanatory notes to the proposed resolutions	5
Board of Directors	8
Important notes	13
Appendix 1	16

Key dates

Submission of pre-AGM questions: 26 June 2023 at 9.00am to 3 July 2023 at 5.00pm

Responses to pre-AGM questions published on the website: 12 July 2023 at 5.00pm

Proxy submission deadline: 18 July 2023 at 12.30pm

AGM: 20 July 2023 at 12.30pm

Please note the following information is accurate as at the date of this Notice. Any changes to these arrangements will be communicated on the Company's website sse.com . and announced via the London Stock Exchange Group's Regulatory News Service (RNS).

Letter from the Chair

Dear Shareholder,

I would like to inform you that the Annual General Meeting (AGM) of SSE plc (the Company) will be held at the Perth Concert Hall, Mill Street, Perth PH1 5HZ on Thursday 20 July 2023 at 12.30pm. This will be a combined physical and electronic AGM (hybrid AGM), with those joining electronically via the online platform able to watch the meeting, ask questions, and vote in real time. Further details of the options for joining are set out below.

Business of the meeting

The Notice of Meeting for the AGM 2023 sets out in full the resolutions to be voted on, together with explanatory notes on the business to be considered. It is recommended that, along with this Notice, you take time to consider the SSE Annual Report 2023  before deciding on your voting direction. The Annual Report can be accessed on the Company's website, sse.com .

Attendance arrangements

Attending in person

Shareholders wishing to join the AGM in person are welcome to attend the physical meeting at the Perth Concert Hall, Mill Street, Perth PH1 5HZ. A location map and details of how to reach the venue are set out on page 15 .

Attending the AGM electronically

Shareholders wishing to join the AGM electronically, can do so by logging on to https://web.lumiagm.com . The Lumi website will open 30 minutes before the scheduled time of the AGM. A user guide with instructions on how to join via the online platform and participate in the AGM can be found in Appendix 1.

Voting arrangements

Voting at the AGM will be taken on a poll. The results of the voting will be announced through the London Stock Exchange Group's Regulatory News Service and will be published on our website sse.com  as soon as practicable after the AGM. Voting options, in advance of or at the AGM, are as follows with full details of voting procedures set out on pages 13 and 14 .

In advance of the AGM

Proxy appointments and associated voting instructions should be made as soon as possible, and by no later than 12.30pm on Tuesday

18 July 2023. Shareholders can appoint a proxy in the following ways:

• Electronic proxy appointment. Submit your Form of Proxy electronically by visiting sse.com . You will need your Investor Code (IVC).
• Proxy appointment through CREST. Please refer to the CREST section on pages 13 and 14 .
• Proxy appointment through the Proxymity platform. Please refer to the Proxymity section on page 14 .
• Paper proxy form. Return a completed form to Link Group, PXS1, Central Square, 29 Wellington Street, Leeds LS1 4DL.

At the AGM

• In person. Shareholders will be issued with a handheld voting device at the registration desk and will be guided through the voting process at the meeting.
• Electronically via the online platform. Shareholders will be prompted to cast their vote on the online platform when the Chair opens the voting at the meeting.

SSE employees only. Employees will receive separate instructions from EquatePlus on how to vote in respect of their shares held in connection with SSE's share plans. You should continue to vote by one of the above means in respect of any shares you hold outwith your employee share plans either in certificated form and/or held electronicically through an independent provider (i.e. external share dealing account, nominee or stock and shares ISA provider).

Shareholder questions

In advance of the AGM

Shareholders can raise questions in connection with the business of the meeting, in advance, by emailing them to [e-mail] . The submission window opens on Monday 26 June 2023 at 9.00am and closes on Monday 3 July 2023 at 5.00pm. The Company will publish responses to the matters raised on sse.com  no later than 5.00pm on Wednesday 12 July 2023. Responses to questions submitted after Monday 3 July 2023 will be emailed directly to shareholders.

At the AGM

There are three ways in which shareholders can ask questions at the AGM: by attending in person; through the Chatbox function via the online platform; and by the Request to Speak facility via the online platform. Appendix 1 contains further details of how to use the Chatbox and Request to Speak facility.

The Board will endeavour to answer all questions in connection with the business of the meeting raised at the AGM. The Company may consolidate questions of a similar nature to avoid duplication. Question and answer transcripts will be made available on the Company's website sse.com  after the AGM.

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Letter from the Chair continued

Recommendation

The Board believes that Resolutions 1 to 22 contained in the Notice of AGM 2023 are in the best interests of the Company and its shareholders as a whole. Accordingly, the Directors unanimously recommend you vote in favour of the resolutions as they intend to do in respect of their own shareholdings.

Yours faithfully

Sir John Manzoni Chair, SSE plc 23 May 2023

2 SSE plc  Notice of Annual General Meeting 2023

Notice of Annual General Meeting 2023

NOTICE IS HEREBY GIVEN that the THIRTY FOURTH ANNUAL GENERAL MEETING (AGM) of SSE plc (the 'Company') will be held at the Perth Concert Hall, Mill Street, Perth PH1 5HZ on Thursday 20 July 2023 at 12.30pm for the purpose of transacting the following business.

To consider and, if thought fit, pass the following resolutions, of which Resolutions 1 to 18 will be proposed as Ordinary Resolutions and Resolutions 19 to 22 will be proposed as Special Resolutions.

Ordinary Resolutions

Report and Accounts

Resolution 1: to receive the Financial Statements and the Reports of the Directors and of the Auditors for the year ended 31 March 2023.

Remuneration Report

Resolution 2: to approve the Directors' Remuneration Report 2023.

Dividend

Resolution 3: to declare a final dividend for the year ended 31 March 2023 of 67.7 pence per Ordinary Share payable on 21 September 2023.

Directors

Resolution 4: to re-appoint Gregor Alexander as a Director of the Company.

Resolution 5: to re-appoint Lady Elish Angiolini as a Director of the Company.

Resolution 6: to re-appoint John Bason as a Director of the Company.

Resolution 7: to re-appoint Tony Cocker as a Director of the Company.

Resolution 8: to re-appoint Debbie Crosbie as a Director of the Company.

Resolution 9: to re-appoint Helen Mahy as a Director of the Company.

Resolution 10: to re-appoint Sir John Manzoni as a Director of the Company.

Resolution 11: to re-appoint Alistair Phillips-Davies as a Director of the Company.

Resolution 12: to re-appoint Martin Pibworth as a Director of the Company.

Resolution 13: to re-appoint Melanie Smith as a Director of the Company.

Resolution 14: to re-appoint Dame Angela Strank as a Director of the Company.

Auditor

Resolution 15: that Ernst & Young LLP be re-appointed as the Auditor of the Company, to hold office until the conclusion of the next general meeting at which Financial Statements are laid before the Company.

Resolution 16: that the Audit Committee of the Board be authorised to determine the Auditor's remuneration.

Net Zero Transition Report

Resolution 17: to receive SSE's Net Zero Transition Report for the year ended 31 March 2023.

Authority to allot shares

Resolution 18: that the Directors be and are hereby generally and unconditionally authorised in accordance with section 551 of the Companies Act 2006 to exercise all the powers of the Company to allot shares in the Company, and to grant rights to subscribe for, or to convert any security into, shares in the Company, up to an aggregate nominal amount equal to £181,722,739. Such authority to apply until the earlier of the conclusion of the Annual General Meeting 2024 and close of business on 30 September 2024, except that the Company may pursuant to the authority granted make offers and enter into agreements before such expiry which would, or might, require shares to be allotted or rights to be subscribed for, or convert securities into, shares to be granted after the authority ends, and the Directors may allot shares or grant rights to subscribe for, or convert securities into, shares under any such offer or agreement as if the authority had not expired.

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