SSE : Notice of Annual General Meeting 2021

NOTICE OF ANNUAL GENERAL MEETING 2021

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 adviser.

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.

Notice of Annual General Meeting 2021

To be held at and broadcast via a live webcast from the Perth Concert Hall, Mill Street, Perth PH1 5HZ on Thursday, 22 July 2021 at 12.30pm.

With continued uncertainty around the status of the coronavirus pandemic and prevailing restrictions, the Board strongly recommends that shareholders do not attend the Annual General Meeting (AGM) in person and instead are encouraged to join remotely via the webcast provision which is detailed in this Notice.

If required, further information in respect of in person attendance, including modifications necessary to ensure social distancing measures are adhered to, will be published closer to the date of the AGM on the Company's website sse.com .

Key dates:

Submission of pre-AGM questions: 28 June 2021 at 9.00am to 2 July 2021 at 5.00pm

Responses to pre-AGM questions published on the website: 14 July 2021 at 5.00pm

Registration deadline to attend the physical AGM: 15 July 2021 at 5.00pm

Proxy submission deadline: 20 July 2021 at 12.30pm

AGM: 22 July 2021 at 12.30pm

SSE plc  Notice of Annual General Meeting 2021

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Dear Shareholder,

Notice of Annual General Meeting

I would like to inform you that the Annual General Meeting (AGM) of SSE plc (the Company) will be held at and broadcast live from Perth Concert Hall, Mill Street, Perth PH1 5HZ on Thursday, 22 July 2021 at 12.30pm. The broadcast will enable shareholders to watch the meeting and ask questions in real time using an electronic webcast platform as described below. This will be my first AGM as Chair and I am looking forward to updating shareholders on the Company's performance and the progress we are making on the delivery of our net zero- focused strategy.

This Notice of Meeting for the AGM 2021 sets out in full the resolutions to be voted on, together with explanatory notes on all the business to be considered. It is recommended that, along with this Notice, you also take time to consider the SSE Annual Report 2021 before deciding on your vote. The Annual Report is accessible, along with SSE's Sustainability Report 2021, on the Company's website, sse.com .

Possible modifications to AGM arrangements

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 and announced via Regulatory News Service (RNS). All shareholders are therefore encouraged to monitor the Company's website for the most up to date information.

Safely joining the AGM via webcast

We have sought to provide opportunities for shareholder engagement whilst observing our Articles of Association and considering any potential government-mandated coronavirus restrictions. We are pleased to offer shareholders a new, online AGM experience for the first time this year. With continued uncertainty around the status of the pandemic and prevailing restrictions in place the Board strongly recommends that shareholders do not attend the AGM in person, and notes that Scottish Government guidance at the time could prevent them from doing so. Instead shareholders are encouraged to join remotely via the webcast provision described below. Please note that joining remotely will not constitute attendance and shareholders will not be able to vote at the meeting. Shareholders are therefore asked to submit their votes by proxy and are encouraged to do so by electronic means.

Pre-registration of intent to attend the AGM

To the extent shareholders wish to attend in person and can do so safely and in accordance with the prevailing government guidance at the date of the meeting, the Board kindly requests that shareholders pre-register their intentions to attend by emailing [e-mail] no later than 5.00pm on 15 July 2021. Please include your full name and Investor Code (IVC) in the email. Your IVC can be found on the Form of Proxy which accompanies this Notice, your share certificate and SSE Shareholder Portal users can find this on their online account. Shareholders being accompanied by a carer are asked to enter their carer's name as well. In order to ensure the physical place of the meeting is safe, some additional measures may need to be introduced at this year's AGM (e.g. social distancing, face coverings) and in-person attendance is subject to venue capacity constraints.

Voting arrangements

Voting at the AGM will be taken on a poll. The results of the voting will be announced through RNS and will be published on our website sse.com  on 22 July 2021 or as soon as practicable after the AGM.

Shareholders are strongly encouraged to participate in the AGM by voting by proxy ahead of the meeting and given the ongoing uncertainty around pandemic restrictions we recommend that all shareholders appoint the Chair of the meeting as their proxy. All voting instructions should be made as soon as possible and by no later than 12.30pm on Tuesday, 20 July 2021. The ways to vote, in advance of or at the AGM, are as follows with full details of voting procedures set out on pages 14 and 15  of this Notice.

1. Appointment of proxy ahead of the AGM:
2. • Hard copy proxy form: return a completed form to Link Group, 10th Floor, Central Square, 29 Wellington Street, Leeds LS1 4DL.
   • Electronic appointment: submit your Form of Proxy electronically by visiting sse.com . You will need your Investor Code (IVC).
   • Appointment of proxy using CREST: please refer to the CREST section on page 14  of this Notice. Information about the Proxymity voting platform can be found on page 15  of this Notice.
3. Attending the AGM in person: Although this is not recommended by the Board, if your intention is to attend, the Board kindly requests that you pre-register your intention to attend per the instructions set out above.

SSE employees only: Share Incentive Plan participants, and Sharesave participants who hold shares in a Share Plan Account (SPA), will receive separate instructions on how to vote in respect of their plan shares from our share plan administrators Computershare. You should continue to vote by one of the above means in respect of your certificated shares.

Shareholder questions

Ahead of AGM

In addition to asking questions at the AGM, any shareholder who wishes to raise a question in connection with the business to be conducted at the AGM can do so by emailing it to [e-mail]. A window for submission will open on Monday 28 June 2021 at 9.00am and close on Friday 2 July 2021 at 5.00pm. The Company will publish responses to the matters raised by shareholders on the business of the meeting on sse.com  no later than 5.00pm on 14 July 2021. We hope this will provide shareholders with an opportunity to consider the SSE Annual Report 2021 and this Notice, and receive responses to their questions before submitting their proxy votes.

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At the AGM

There are three ways in which shareholders can ask questions at the AGM itself. This can be done online through a chatbox function, by telephone, or in person (if attending the meeting). More details on how to join the AGM online and ask a question can be found in Appendix 1. Please note the AGM will be recorded and broadcast live. Our privacy notice can be found on sse.com .

The Board will endeavour to answer all the questions in connection with the business of the AGM raised at the meeting. Q&A transcripts of the questions asked at the AGM will be made available on the Company's website. The Company may consolidate questions of a similar nature submitted ahead or at the AGM to avoid unnecessary duplication.

Webcast provision

Shareholders and their duly appointed representatives and/or proxies are invited to join the AGM remotely via live webcast which can be accessed by logging on to https://web.lumiagm.com  (the Lumi website will open 30 minutes before the scheduled time of the AGM). This will allow shareholders to watch the AGM and ask questions in real time. A user guide can be found in Appendix 1 in respect of the electronic elements of the AGM, including instructions on how to join the meeting and ask questions on the day along with the relevant contact details if you encounter any issues. A shareholder joining the AGM by means of electronic facility is responsible for ensuring they have access to and can use the facility. Appendix 1 also includes instructions on how to appoint proxies and corporate representatives to join on a shareholder's behalf.

Business of the meeting

In addition to the routine business, there are four additional resolutions being proposed this year: (a) renewal of the Sharesave scheme;

1. amendments to the Company's Articles of Association; (c) renewal of SCRIP dividend scheme; and (d) to support ongoing engagement with shareholders on climate-related issues, a Company-led enabling resolution that establishes a framework for an annual advisory vote on SSE's Net Zero Transition report at future AGMs. A detailed overview of these resolutions can be found in the Explanatory Notes of this Notice.

Recommendation

The Board believes that Resolutions 1 to 23 contained in the Notice of Annual General Meeting 2021 are in the best interests of the Company and its shareholders as a whole. Accordingly, the Directors unanimously recommend that you vote in favour of the resolutions as they intend to do in respect of their own beneficial holdings.

Yours faithfully

Sir John Manzoni Chair, SSE plc 25 May 2021

SSE plc  Notice of Annual General Meeting 2021

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NOTICE OF ANNUAL GENERAL MEETING 2021

NOTICE IS HEREBY GIVEN that the THIRTY SECOND ANNUAL GENERAL MEETING (AGM) of SSE plc (the "Company") will be held at Perth Concert Hall, Mill Street, Perth PH1 5HZ on Thursday, 22 July 2021 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 19 will be proposed as Ordinary Resolutions and Resolutions 20 to 23 will be proposed as Special 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 2021.

Remuneration Report

Resolution 2: to approve the Remuneration Report 2021.

Dividend

Resolution 3: to declare a final dividend for the year ended 31 March 2021 of 56.6 pence per Ordinary Share payable on 23 September 2021.

Directors

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

Resolution 5: to re-appoint Sue Bruce as a Director of the Company.

Resolution 6: to re-appoint Tony Cocker as a Director of the Company.

Resolution 7: to re-appoint Peter Lynas as a Director of the Company.

Resolution 8: to re-appoint Helen Mahy as a Director of the Company.

Resolution 9: to appoint John Manzoni as a Director of the Company.

Resolution 10: to re-appoint Alistair Phillips-Davies as a Director of the Company.

Resolution 11: to re-appoint Martin Pibworth as a Director of the Company.

Resolution 12: to re-appoint Melanie Smith as a Director of the Company.

Resolution 13: to re-appoint Angela Strank as a Director of the Company.

Auditor

Resolution 14: 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 15: that the Audit Committee of the Board be authorised to determine the Auditor's remuneration.

Authority to allot shares

Resolution 16: 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 £173,851,098 and such authority to apply until the earlier of the conclusion of the Annual General Meeting 2022 and close of business on 30 September 2022, 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.

Renewal of Scrip Dividend Scheme

Resolution 17: that:

1. the Directors be and are hereby authorised to offer holders of its Ordinary Shares (excluding members holding any shares as Treasury Shares) the right to elect to receive Ordinary Shares, credited as fully paid, instead of a cash dividend from time to time or for such period as the Directors may determine, all pursuant to the provisions of the Company's Articles of Association, as in force from time to time, and on such other terms and conditions as the Directors may from time to time determine, provided that the authority conferred by this Resolution shall expire at the end of the third Annual General Meeting of the Company after the date on which this Resolution is passed; and
2. for the purposes of any offer made pursuant to paragraph (a) of this Resolution, the Directors be and are hereby authorised, in accordance with the Company's Articles of Association, as in force from time to time, to capitalise such amount standing to the credit of any reserve or account of the Company as may be necessary and apply the same in paying up and allotting and issuing new Ordinary Shares in the Company to the ordinary shareholders who have, or are deemed to have, validly accepted such an offer in accordance with their respective entitlements.

Sharesave

Resolution 18: that the updated rules of the SSE plc 2001 Sharesave Scheme (the "UK Sharesave"), the principal features of which are summarised in Appendix 2 to this Notice, be approved and the Directors be authorised to:

1. do all such other acts and things as they may consider appropriate to continue to operate the UK Sharesave including making any changes to the rules of the UK Sharesave necessary or desirable in order to ensure that the UK Sharesave satisfies the requirements of Schedule 3 to the Income Tax (Earnings and Pensions) Act 2003; and
2. establish schedules to, or further incentive plans based on, the UK Sharesave but modified to take account of local tax, exchange control or securities laws in overseas territories.

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Net Zero Transition report

Resolution 19: that, on an advisory basis and not to diminish the role and responsibilities of the Board of Directors, shareholders accept and approve the Company's proposal to adopt a plan to become a net zero business in its scope 1, 2 and 3 greenhouse gas emission by 2050 or sooner, consistent with limiting the average global temperature increase to 1.5°C with low or no overshoot, in line with the goals of the Paris Agreement ("Paris Goals")*.

That, the Company shall hereafter:

1. propose a resolution at each Annual General Meeting of the Company for shareholders to receive, consider and express non-binding advisory approval of SSE's Net Zero Transition report.
2. report annually within the Company's annual Sustainability Report (or such other place as any or all of this information may be required by applicable rules or laws) on the terms and implementation of the Net Zero Transition plan, and in accordance with the Final Recommendations of the Task Force on Climate-related Financial Disclosures (the "Net Zero Transition report").
3. using the latest developments in scientific understanding, regularly update the Company's interim greenhouse gas emission reduction targets (including scopes 1, 2 and 3) to ensure ongoing alignment with the Paris Goals.

• Nothing in this Resolution shall limit the Company's nor its Directors' powers to take any action which it believes in good faith would best promote the success of the Company.

Authority to disapply pre-emption rights

Resolution 20: that, subject to the passing of Resolution 16, the Directors be authorised to allot equity securities (as defined in the Companies Act 2006) for cash under the authority given by that resolution and/or to sell Ordinary Shares held by the Company as Treasury Shares for cash as if section 561 of the Companies Act 2006 did not apply to any such allotment or sale, such authority to be limited:

1. to the allotment of equity securities and sale of Treasury Shares for cash in connection with an offer of, or invitation to apply for, equity securities to or in favour of: (i) ordinary shareholders in proportion (as nearly as may be practicable) to their existing holdings; and (ii) holders of other equity securities, as required by the rights of those securities or as the Directors otherwise consider necessary, and so that the Directors may impose any limits or restrictions and make any arrangements which they consider necessary or appropriate to deal with Treasury Shares, fractional entitlements, record dates, legal, regulatory or practical problems in, or under the laws of, any territory or any other matter; and
2. to the allotment of equity securities or sale of Treasury Shares (otherwise than under paragraph (a) above) up to a nominal amount of £26,077,664.

Such authority to expire at the end of the Annual General Meeting 2022 or, if earlier, at the close of business on 30 September 2022, but, in each case, prior to its expiry the Company may make offers, and enter into agreements, which would, or might, require equity securities to be allotted (and Treasury Shares to be sold) after the authority expires and the Board may allot equity securities (and sell Treasury Shares) under any such offer or agreement as if the authority had not expired.

Authority to purchase own shares

Resolution 21: that the Company be generally and unconditionally authorised for the purposes of section 701 of the Companies Act 2006 to make market purchases (within the meaning of section 693(4) of the Companies Act 2006) of Ordinary Shares of 50 pence each in the Company provided that:

1. the maximum number of Ordinary Shares authorised to be purchased is 104,310,659;
2. the minimum price which may be paid for such shares is 50 pence per share which amount shall be exclusive of expenses; and
3. the maximum price, exclusive of expenses, which may be paid for each such Ordinary Share is the higher of: (i) an amount equal to
   105% of the average of the middle market quotations for an Ordinary Share in the Company as derived from the London Stock Exchange Daily Official List for the five business days immediately preceding the day on which the share is contracted to be purchased; and (ii) 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 as derived from the London Stock Exchange Trading System in each case at the time the purchase is agreed.

Such authority shall expire at the earlier of the conclusion of the Annual General Meeting 2022 and close of business on 30 September 2022 (except in relation to a purchase of such shares, the contract for which was concluded before such time and which will or may be executed wholly or partly after such time and the Company may purchase Ordinary Shares pursuant to any such contract as if the power had not ended).

Notice of general meetings

Resolution 22: that a general meeting of the Company other than an Annual General Meeting may be called on not less than 14 clear days' notice.

Articles of Association

Resolution 23: that the Articles of Association produced to the meeting and initialled by the Chair of the meeting for the purpose of identification be adopted as the Articles of Association of the Company in substitution for, and to the exclusion of, the Existing Articles of Association.

By order of the Board

Sally Fairbairn

Company Secretary

25 May 2021

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