Drax : 19 March 2019 - Notice of the annual general meeting (AGM)

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt as to the action you should take you are recommended to seek your own financial advice from your stockbroker, solicitor, accountant or other professional adviser authorised under the Financial Services and Markets Act 2000.

If you have sold or transferred all of your holding of ordinary shares in Drax Group plc please forward this document and the accompanying documents (but not the personalised Form of Proxy or Form of Direction), as soon as possible, to the purchaser or the transferee or to the person through whom the sale or transfer was effected for transmission to the purchaser or the transferee.

DRAX GROUP PLC

NOTICE OF THE ANNUAL GENERAL MEETING (AGM)

TO BE HELD AT 11.30AM ON WEDNESDAY 17 APRIL 2019

AT GROCERS' HALL, PRINCES STREET, LONDON EC2R 8AD

For shareholders, a Form of Proxy is enclosed with this document. Whether or not you propose to attend the AGM, you are requested to complete and submit a Form of Proxy to the Company's Registrars, Equiniti Limited, Proxy Department, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA to arrive by no later than 11.30am on 15 April 2019.

If you hold shares in CREST you may appoint a proxy by completing and transmitting a CREST proxy instruction to Equiniti Limited (CREST participant ID RA19) so that it is received by no later than 11.30am on 15 April 2019.

The return of a completed Form of Proxy or CREST proxy instruction will not prevent you from attending the AGM and voting in person if you wish to do so.

For Share Incentive Plan (SIP) participants, a Form of Direction is enclosed with this document and, if used, should be sent to the Trustee, Equiniti Share Plan Trustees Limited, at Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA to arrive by no later than 11.30am on 12 April 2019. As a participant in the SIP you are unable to attend the meeting unless you hold shares registered in your own name.

CONTENTS AND EXPECTED TIMETABLE OF PRINCIPAL EVENTS 2019

CONTENTS

This document contains:

PagePart A Letter from the Chair 1

Part B Notice of the AGM 3

Part C Explanatory notes to the Notice of the AGM 6

Part D Administrative notes relating to the AGM 10

Part E Definitions 13

Part F Directors' biographies 14

EXPECTED TIMETABLE OF PRINCIPAL EVENTS 2019

Latest time for receipt of Forms of Direction from SIP participants to be valid at the AGM Latest time for receipt of Forms of Proxy and CREST proxy instructions to be valid at the AGM AGM

11.30am on 12 April

11.30am on 15 April

11.30am on 17 April

Ordinary shares marked ex-final dividend Record date for entitlement to the final dividend Dispatch of the final dividend warrants and tax vouchers Payment date for the final dividend

18 April

23 April

9 May

10 May

PART A

LETTER FROM THE CHAIR

Registered Office: Drax Power Station

Selby North Yorkshire

YO8 8PH

Registered in England and Wales

Number 5562053

DIRECTORS

Philip Cox CBE (Chair)

Will Gardiner (Group Chief Executive Officer) Tim Cobbold

Nicola Hodson Andy Koss David Lindsell David Nussbaum Vanessa Simms Andy Skelton Tony Thorne

11 March 2019

TO: SHAREHOLDERS AND PARTICIPANTS IN THE DRAX GROUP PLC APPROVED SHARE INCENTIVE PLAN

Dear Shareholder,

Annual General Meeting ("AGM") and Annual Report and Accounts

I am pleased to enclose the Notice of the AGM of Drax Group plc (the Company or Drax). A copy of the Company's Annual report and accounts for the year ended 31 December 2018 is enclosed, if you have requested to receive it, and is also available on the Company's website atwww.drax.com. The AGM will be held at 11.30am on Wednesday 17 April 2019 at Grocers' Hall, Princes Street, London EC2R 8AD

NOTICE OF THE AGM

The Notice of the AGM is set out in Part B of this document on pages 3 to 5.

EXPLANATORY NOTES

The explanatory notes to the Resolutions set out in the Notice of the AGM are in Part C on pages 6 to 8 of this document. There will also be an opportunity for shareholders to ask questions at the meeting, appropriate to the business of the AGM.

FINAL DIVIDEND

An item of business for consideration at the meeting pertains to the Board's proposal to pay a final dividend of 8.5 pence per ordinary share to shareholders who are on the register at 23 April 2019.

LETTER FROM THE CHAIR Continued

ACTION TO BE TAKEN

Ordinary shareholders

Whether or not you propose to attend the AGM, you are requested to:

• (a) complete and sign the enclosed Form of Proxy in accordance with the instructions printed thereon. Completed Forms of Proxy should be returned to Equiniti Limited, Proxy Department, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA as soon as possible and in any event so as to be received by Equiniti Limited no later than 11.30am on 15 April 2019; or

• (b) register the appointment of your proxy electronically via the internet atwww.sharevote.co.uk, where full instructions are given.

  Please note that the personalised numbers printed at the top of the Form of Proxy will be required and instructions must be received by no later than 11.30am on 15 April 2019.

If you hold shares in CREST you may appoint a proxy by completing and transmitting a CREST proxy instruction to Equiniti Limited (CREST participant ID RA19) so that it is received by no later than 11.30am on 15 April 2019.

The return of a completed Form of Proxy or CREST proxy instruction will not prevent you from attending the AGM and voting in person if you wish to do so.

SIP participants

You are unable to attend the meeting unless you hold shares registered in your own name.

SIP participants are therefore requested to:

• (a) complete and sign the enclosed Form of Direction in order to instruct Equiniti Share Plan Trustees Limited how you would like them to vote on your behalf. Completed Forms of Direction should be returned to Equiniti Limited, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA as soon as possible and in any event so as to be received by Equiniti Limited no later than 11.30am on 12 April 2019; or

• (b) register your votes electronically via the internet at www. sharevote.co.uk. Please note that the personalised numbers printed at the top of the Form of Direction will be required to register your vote online and instructions must be received by no later than 11.30am on 12 April 2019.

If you are a SIP participant and you also own shares in your own right, then you will need to complete both the Form of Direction and the Form of Proxy and submit them both, either online or by post, in order for your total holding to be registered for voting.

VOTING ARRANGEMENTS

Voting on each of the Resolutions to be put to the AGM will be by poll, rather than on a show of hands, so that all votes are included whether or not the shareholder is able to attend the meeting.

The results of the voting at the meeting and the number of proxy votes cast for and against, and the number of votes recorded as withheld, in respect of each of the Resolutions proposed at the meeting will be announced to the London Stock Exchange as soon as practicable following the meeting and will also appear on the Company's websitewww.drax.com.

The Company has included on the Form of Proxy, and the Form of Direction, a 'Vote withheld" option in order for shareholders to abstain from voting on any particular Resolution. However, an abstention is not a vote in law and will not be counted in the calculation of the proportion of votes "For" or "Against" the relevant Resolution.

RECOMMENDATION

The directors of the Company consider that the Resolutions to be put to shareholders at the AGM are in the best interests of the Company and its members as a whole.

Accordingly, the directors unanimously recommend that you vote in favour of all the proposed Resolutions as they intend to do so in respect of their own beneficial interests.

Yours sincerely

Philip Cox CBE

Chairman

11 March 2019

PART B

NOTICE OF THE ANNUAL GENERAL MEETING

Notice is hereby given that the Annual General Meeting (AGM) of Drax Group plc (the Company) will be held at 11.30am on Wednesday 17 April 2019 at Grocers' Hall, Princes Street, London EC2R 8AD.

ORDINARY BUSINESS

To consider and, if thought fit, pass Resolutions 1 to 14 as ordinary resolutions.

• 1. To receive the Annual report and the audited accounts of the Company for the year ended 31 December 2018, including (i) the directors' report; (ii) the strategic report; and (iii) the report of the auditor of the Company on those audited accounts and the auditable part of the directors' remuneration report.

• 2. To approve the annual statement to shareholders by the Chair of the Remuneration Committee and the annual report on remuneration for the year ended 31 December 2018 set out on pages 75 to 81 and 91 to 100, respectively, of the Annual report and accounts.

• 3. To approve the final dividend of 8.5 pence per share for the year ended 31 December 2018.

• 4. To elect Vanessa Simms as a director of the Company.

• 5. To elect Andy Skelton as a director of the Company.

• 6. To re-elect Tim Cobbold as a director of the Company.

• 7. To re-elect Philip Cox as a director of the Company.

• 8. To re-elect Will Gardiner as a director of the Company.

• 9. To re-elect Nicola Hodson as a director of the Company.

• 10. To re-elect Andy Koss as a director of the Company.

• 11. To re-elect David Nussbaum as a director of the Company.

• 12. To re-elect Tony Thorne as a director of the Company.

• 13. To reappoint Deloitte LLP as auditor of the Company to hold office from the conclusion of the 2019 AGM until the conclusion of the next meeting at which accounts are laid before the Company.

• 14. To authorise the directors to determine the auditor's remuneration.

SPECIAL BUSINESS

To consider and, if thought fit, pass Resolutions 15 and 16 as ordinary resolutions and Resolutions 17 to 19 as special resolutions.

15. That in accordance with Sections 366 and 367 of the Companies Act 2006 (CA 2006), the Company and all of the companies that are or become subsidiaries of the Company from time to time during the period for which this Resolution is effective are authorised, in aggregate:

a. to make political donations to political parties and/or independent election candidates, as defined in Sections 363 and 364 CA 2006, not exceeding £100,000 in total; and/or

• b. to make political donations to political organisations other than political parties, as defined in Sections 363 and 364 CA 2006, not exceeding £100,000 in total; and/or

• c. to incur political expenditure, as defined in Section 365 CA 2006, not exceeding £100,000 in total

  in each case during the period beginning with the date of the passing of this Resolution and ending at the conclusion of the next AGM of the Company or, if earlier, on 30 June 2020.