SSE : Notice of Annual General Meeting 2020

NOTICE OF ANNUAL GENERAL MEETING 2020

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.

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 Inveralmond House, 200 Dunkeld Road, Perth, PH1 3AQ on Wednesday, 12 August 2020 at 11:00 am. In light of the outbreak of the coronavirus (COVID-19) pandemic and the social distancing measures, this year's AGM will be held with only the minimum number of shareholders present as required to form a quorum under the Company's Articles of Association, who will be officers or employees of the Company. To ensure safety, other shareholders will not be able to gain access to the AGM on the day.

This Notice of Meeting for the 2020 AGM 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 you take time to consider the 2020 Annual Report before voting on the resolutions at the AGM. The 2020 Annual Report is accessible on the Company's website; sse.com.

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 RNS. All shareholders are, therefore, encouraged to monitor the Company's website for the most up to date information.

Ensuring shareholder safety

The Board recognises that the AGM is an important event, providing the opportunity to present the Company's performance and strategy to shareholders and to listen and respond to questions. Notwithstanding, the Board's overriding priority must be the safety of shareholders and employees. After careful consideration of the ongoing coronavirus pandemic, the social distancing measures and the proposed Corporate Governance and Insolvency Bill, the Board has therefore taken the decision that shareholders will not be permitted to attend the AGM. Subject to any Government restrictions prevailing at the time, the Company anticipates the AGM will return to a physical meeting format next year.

Voting arrangements

Although shareholders will not be allowed to attend the AGM, they are strongly encouraged to participate by voting electronically or by proxy ahead of the meeting. As third parties will not be allowed to attend the meeting, if appointing a proxy, shareholders are encouraged to appoint the Chair of the AGM to submit proxy votes at the meeting. Voting at the AGM will be taken on a poll.

All voting instructions should be made as soon as possible and by no later than 11:00 am on Monday, 10 August 2020. Full details of voting procedures are set out on pages 11 and 12 of the Notice of Annual General Meeting 2020.

Shareholder questions

The Board is committed to engaging with shareholders and maintaining an ongoing dialogue. In line with this, and as shareholders will not be able to attend the AGM this year, the Board has put in place arrangements to allow shareholders to submit questions which will be answered by the Board through a virtual shareholder event (see below). Any shareholder who wishes to raise a question in connection with the business to be conducted at the AGM can do so by sending it by email [e-mail]. A set window for submission will open on Monday, 3 August 2020 at 9:00 am and close on Tuesday, 4 August 2020 at 5:00 pm. Any questions submitted outwith this time will not be received by the Company. The Company reserves the right to consolidate questions of a similar nature.

Virtual shareholder event

The virtual shareholder event will be available on the Company's website on the day of the AGM. It will be pre-recorded and used to provide an overview of the Company's performance and strategy and will address questions which have been pre-submitted by shareholders.

Recommendation

The Board believes that Resolutions 1 to 20 contained in the Notice of Annual General Meeting 2020 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

Richard Gillingwater CBE

Chair

SSE employees only. Participants in SSE's UK Share Incentive Plan who wish to vote should submit a Form of Direction electronically in respect of shares held in the employee trust. This can be done through accessing the share portalwww.sse-shares.comand clicking the 'Quick Vote' button. You will require your Investor Code (IVC) shown on your Form of Proxy. Any instruction should be lodged no later than Wednesday, 5 August 2020 at 11:00 am. You should continue to vote by proxy in respect of all other shares held in your name.

NOTICE OF ANNUAL GENERAL MEETING 2020

NOTICE IS HEREBY GIVEN that the THIRTIETH FIRST ANNUAL GENERAL MEETING of SSE plc (the 'Company') will be held at Inveralmond House, 200 Dunkeld Road, Perth, PH1 3AQ on Wednesday, 12 August 2020 at 11:00 am for the purpose of transacting the following business:

To consider and, if thought fit, pass the following resolutions, of which Resolutions 1 to 17 will be proposed as Ordinary Resolutions and Resolutions 18, 19 and 20 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 2020.

Remuneration Report

Resolution 2: to approve the 2020 Remuneration Report.

Dividend

Resolution 3: to declare a final dividend for the year ended 31 March 2020 of 56 pence per Ordinary Share payable on 18 September 2020.

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 Crawford Gillies as a Director of the Company.

Resolution 8: to re-appoint Richard Gillingwater as a Director of the Company.

Resolution 9: to re-appoint Peter Lynas as a Director of the Company.

Resolution 10: to re-appoint Helen Mahy 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 appoint Angela Strank as a Director of the Company.

Auditor

Resolution 15: that Ernst & Young LLP be re-appointed 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.

Authority to allot shares

Resolution 17: 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 £173,240,508 and such authority to apply until the earlier of the conclusion of the 2021 Annual General Meeting and close of business on 30 September 2021, 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.

Authority to disapply pre-emption rights

Resolution 18: that, subject to the passing of Resolution 17, 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:

(a) 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

(b) to the allotment of equity securities or sale of Treasury Shares (otherwise than under paragraph (a) above) up to a nominal amount of £25,986,075.

NOTICE OF ANNUAL GENERAL MEETING 2020 CONTINUED

Such authority to expire at the end of the next AGM of the Company or, if earlier, at the close of business on 30 September 2021, 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 19: 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:

• (a) the maximum number of Ordinary Shares authorised to be purchased is 103,944,305;

• (b) the minimum price which may be paid for such shares is 50 pence per share which amount shall be exclusive of expenses;

• (c) 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; and

(d) this authority shall expire at the earlier of the conclusion of the 2021 Annual General Meeting and close of business on 30 September 2021 (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 20: that a general meeting of the Company other than an Annual General Meeting may be called on not less than 14 clear days' notice.

By order of the Board

Sally Fairbairn Company Secretary 16 June 2020

EXPLANATORY NOTES TO THE PROPOSED RESOLUTIONS

Ordinary and Special Resolutions

Resolutions 1 to 17 will be proposed as Ordinary Resolutions which require a simple majority of votes to be cast in favour to be passed. Resolutions 18, 19 and 20 will be proposed as Special Resolutions which require a 75% majority of the votes to be cast in favour to be passed.

Resolution 1: Receipt of the 2020 Annual Report and Accounts

The Directors of the Company must present their Annual Report and the Accounts, including the Independent Auditor's Report, to the Meeting and shareholders may raise any questions on the Annual Report and Accounts under this resolution.

Resolution 2: Approval of the 2020 Remuneration Report

The Remuneration Report in the Company's Annual Report and Accounts for the year ended 31 March 2020 comprises: (1) the statement by the Remuneration Committee Chair; and (2) the Annual Report on Remuneration, which sets out the remuneration paid to the Company's Directors during the year ended 31 March 2020.

The Annual Report on Remuneration as set out on pages 124 to 137 of the Annual Report 2020, is put to shareholders for approval by Ordinary Resolution and is the subject of Resolution 2. The Resolution is advisory and does not affect the remuneration already paid to any Director.

Resolution 3: Declaration of the final dividend for 2020

A final dividend can be paid only after it has been approved by shareholders. A final dividend of 56 pence per Ordinary Share is recommended by the Directors for payment in cash on 18 September 2020 to shareholders on the Register of Members as at close of business on 24 July 2020 but excluding such of the shareholders in respect of whom a valid election to participate in the Company's Scrip Dividend Scheme shall have been received by the Company by 4:30 pm on 21 August 2020. Shareholders for whom valid elections have been received by 4:30 pm on 21 August 2020 will receive the final dividend in the form of new Ordinary Shares in the Company. Full details of the Company's Scrip Dividend Scheme are available on the Company's website, sse.com.

Resolutions 4 to 14: Re-appointment and appointment of Directors

In accordance with the UK Corporate Governance Code, all Directors of FTSE 350 companies should be subject to election or re-election by their shareholders every year. The Company continues this practice for this year's AGM. Separate resolutions are proposed for each Director's appointment or re-appointment. More detail on specific reasons why each Directors' contribution is, and continues to be, important to the Company's long-term sustainable success can be found on pages 7 to 10 under skills and experience for each Director, and on pages 75 to 77 of the Annual Report 2020.

The Board, its Committees and the individual Directors participate in an annual performance evaluation. Further details of the performance evaluation process are set out on pages 96 and 97 of the 2020 Annual Report. The performance evaluation process confirmed the continuing independent and objective judgement of all the non-Executive Directors. The process also confirmed that the performance of all the current Directors standing for re-appointment and appointment continued to be effective and that they continue to demonstrate commitment in their respective roles. The Board recommends to shareholders the proposed appointment and re-appointment of all Directors set out in Resolutions 4 to 14. Full biographical details of each Director are set out in this Notice of Meeting. The Executive Directors' service contracts and non-Executive Directors' letters of appointment are available for inspection as specified in Note 13 of this Notice of Meeting.

Resolution 15: Appointment of Auditor

The Company is required to appoint an Auditor at each general meeting at which accounts are laid before the Company, to hold office until the conclusion of the next such meeting. This resolution, on the Audit Committee's recommendation, proposes the re-appointment of Ernst & Young LLP as Auditor of the Company. If approved, Ernst and Young LLP, will be appointed External Auditor for the year ending 31 March 2021.

Resolution 16: Authority for the Audit Committee to agree the Auditor's remuneration.

This resolution authorises the Audit Committee, in accordance with standard practice, to agree the remuneration of the Auditor.

Resolution 17: Authority to allot shares

This resolution gives the Directors authority to allot shares, or grant rights over shares, limited to an aggregate nominal amount equal to £173,240,508 (representing 346,481,017 Ordinary Shares of 50 pence each excluding Treasury Shares) which, as at 16 June 2020, being the latest practicable date prior to the publication of this Notice, represented one third of the issued share capital of the Company (excluding Treasury Shares).

The authority will expire at the earlier of the conclusion of the 2021 AGM and close of business on 30 September 2021 (the last date by which the Company must hold an AGM in 2021).

The Directors have no present intention of issuing any shares, or of granting rights to subscribe for or to convert any security into shares, except in relation to, or in connection with, the operation and management of the Company's Scrip Dividend Scheme and the exercise of options under the Company's share plans. However, the Directors may consider issuing shares if they believe it would be appropriate to do so in respect of business opportunities that may arise consistent with the Company's strategic objectives.

As at 16 June 2020 (being the last practicable day prior to the printing of this Notice) the issued share capital of the Company consisted of 1,046,340,882 Ordinary Shares, with a nominal value of 50p each and carrying one vote each. This figure includes 6,897,830 Ordinary Shares which are held in treasury. The voting rights on Treasury Shares are automatically suspended. Therefore, the total number of voting rights in the Company was 1,039,443,052 as at 16 June 2020.