SSE : Notice of AGM

Notice of

Annual General

Meeting

18 July 2024

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 advice from an independent professional advisor.

If you have sold or otherwise transferred all of your shares in SSE plc, please forward this document to the person through whom the sale or transfer was effected for delivery to the purchaser or transferee.

Contents

Letter from the Chair	1
Notice of Annual General Meeting 2024	2
Explanatory notes to the proposed resolutions	4
Board of Directors	8
Important notes	12
Appendix 1	15
Appendix 2	17
Appendix 3	21

Key Information

AGM location map

The AGM will take place at the Perth

Concert Hall, Mill Street, Perth

PH1 5HZ which is situated close to the River Tay and within walking distance of both Perth Railway Station and Bus Station.

Detailed information on how to reach the venue, including information on car parking, Park+Ride facilities, bus and train connections and Electric Vehicle charging points, is available at www.perththeatreandconcerthall. com/visit-us .

Location map key:

Perth Concert Hall

Kinnoull

Parking

Feus

North Methven

P

GeorgeStreet

Tay Street

Road

Mill Street

Street

River

Bowerswell Rd

Caledonian Road

GowrieStreet

Whitefriars Cres

High Street

SouthMethven

High Street

St John Street

Tay

Dundee Road

Riggs Road

Scott Street

Watergate

Glasgow Road

York Place

South Street

Queen's Bridge

Kinnoull Causeway

Street

Canal Street

Manse Road

Glover Street

Leonard

King Street

James Street

Scott Street

Princes Street

Tay Street

Railway

Victoria Street

Dundee Road

Station

S. William Street

Bus

Kings Place

Marshall Place

Station

Join the AGM online

• Visit https://web.lumiagm.com/105991303 on your smartphone, tablet or computer.
• Enter your Shareholder Reference Number (SRN), including any zeros, and PIN, which can be found in the documentation or email sent to you (depending on your communication preference).
• You will need an active internet connection and the latest version of Chrome, Safari, Edge or Firefox. Please ensure your browser is compatible.
• For more detailed instructions see Appendix 1 on page 15 .

Key dates

Submission of pre-AGM questions: 24 June 2024 at 9.00am to 1 July 2024 at 5.00pm

Responses to pre-AGM questions published on website: 10 July 2024 by 5.00pm

Proxy submission deadline: 16 July 2024 at 12.30pm

AGM: 18 July 2024 at 12.30pm

Please note the information contained in this Notice is accurate as at 21 May 2024. Any changes to the AGM 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 am pleased to inform you that the Annual General Meeting (the 'AGM') of SSE plc (the 'Company') will be held on Thursday

18 July 2024 at 12.30pm at the Perth Concert Hall, Mill Street, Perth PH1 5HZ and virtually, via a secure online platform. Those joining online will be able to watch the meeting, ask questions, and vote in real time.

Business of the meeting

The Notice of Meeting (the 'Notice of AGM') on pages 2 and 3 sets out the resolutions to be proposed at the AGM, followed by explanatory notes on pages 4 to 7 . As well as the Notice of AGM, it is recommended that you take time to consider SSE's Annual Report for 2024 (the 'Annual Report') before deciding how to vote. The Annual Report can be accessed on the Company's website, sse.com .

Attending the AGM

For those attending the AGM in person, information on how to reach the venue, including a location map, can be found on the Contents page.

Shareholders wishing to join the AGM online, can do so by logging on to https://web.lumiagm.com/105991303 . The website will open at 12 noon, 30 minutes before the AGM begins. Instructions on how to join via the online platform and participate in the AGM virtually can be found in Appendix 1 on page 15 .

Voting

Voting at the AGM will be taken on a poll. Shareholders attending either in person or online will be guided through the process at the meeting. The Board strongly encourages shareholders who are unable to attend to vote in advance. Shareholders holding shares in certificated form can vote in advance by using one of the following options:

• Electronic proxy appointment. Submit your Form of Proxy electronically by visiting www.eproxyappointment.com . You will need the Control Number and your Shareholder Reference Number (SRN) and PIN, which can be found in the documentation or email that has been sent to you (depending on your communication preference).
• Paper proxy form. Return a completed form to Computershare Investor Services PLC, The Pavilions, Bridgwater Road,
  Bristol BS99 6ZY.

Shareholders holding shares in uncertificated form should refer to Note 8 on page 13 for instructions on how to vote in advance by appointing a proxy through CREST or Proxymity.

Proxy appointments and voting instructions should be made as soon as possible, and by no later than 12.30pm on Tuesday 16 July 2024.

If you are a participant in an SSE employee share scheme, you will receive separate instructions from the scheme administrators on how to vote in respect of your shares held through the schemes.

You will find further details on voting options and procedures on pages 12 and 13 . The results of the voting will be announced through the London Stock Exchange Group's Regulatory News Service and published on sse.com as soon as practical after the AGM.

Asking questions

Any shareholder attending the AGM can ask questions. Instructions will be given on the day and you can find details on how to ask or submit a question via the online platform in Appendix 1.

To help the Board answer as many questions as possible, shareholders may also submit questions relating the business of the meeting, in advance, by emailing them to [e-mail] . The submission window opens on Monday 24 June 2024 at 9.00am and closes on Monday 1 July 2024 at 5.00pm. The Company will publish responses on sse.com no later than 5.00pm on Wednesday 10 July 2024. Responses to questions submitted after Monday 1 July 2024 will be emailed directly to shareholders.

Electronic communications

SSE encourages shareholders to elect to receive email notifications and alerts when certain documents, such as the Annual Report and meeting notices, are available electronically. Registering for this facility is easy and can be done through Computershare's online Investor Centre, www.sse-shares.com . You will first need to register for the Investor Centre and then follow the instructions online. Further information on how to register for the online Investor Centre, and the benefits of electing to receive electronic communications, can be found on page 21 .

Recommendation

The Board believes that Resolutions 1 to 24 contained in the Notice of AGM 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

21 May 2024

SSE plc Notice of Annual General Meeting 2024

1

Notice of Annual General Meeting 2024

NOTICE IS HEREBY GIVEN that the THIRTY FIFTH ANNUAL GENERAL MEETING (the AGM) of SSE plc (the 'Company') will be held at the Perth Concert Hall, Mill Street, Perth PH1 5HZ on Thursday 18 July 2024 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 20 will be proposed as Ordinary Resolutions and Resolutions 21 to 24 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 2024.

Remuneration Report

Resolution 2: to approve the Directors' Remuneration Report 2024.

Dividend

Resolution 3: to declare a final dividend for the year ended 31 March 2024 of 40 pence per Ordinary Share payable on 19 September 2024.

Directors of the Company

Resolution 4: to re-elect Lady Elish Angiolini.

Resolution 5: to re-elect John Bason.

Resolution 6: to re-elect Tony Cocker.

Resolution 7: to re-elect Debbie Crosbie.

Resolution 8: to re-elect Helen Mahy.

Resolution 9: to re-elect Sir John Manzoni.

Resolution 10: to elect Barry O'Regan.

Resolution 11: to re-elect Alistair Phillips-Davies.

Resolution 12: to re-elect Martin Pibworth.

Resolution 13: to re-elect Melanie Smith.

Resolution 14: to re-elect Dame Angela Strank.

Resolution 15: to elect Maarten Wetselaar.

Auditor

Resolution 16: 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 17: to authorise the Audit Committee of the Board to determine the Auditor's remuneration.

Net Zero Transition Report

Resolution 18: to receive SSE's Net Zero Transition Report for the year ended 31 March 2024.

Authority to allot shares

Resolution 19: to generally and unconditionally authorise the Directors, 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 £182,242,225.

This authority shall expire at the end of the Annual General Meeting 2025 or, if earlier, close of business on 30 September 2025. However, 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 granted, or securities to be converted into shares, after the authority ends, and the Directors may allot shares, or grant such rights, or convert securities into shares, under any such offer or agreement as if the authority had not expired.

Renewal of Scrip Dividend Scheme

Resolution 20:

1. to authorise the Directors, in accordance with the Company's Articles of Association as in force from time to time, to offer holders of 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, and on such terms and conditions, as the Directors may 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, to authorise the Directors, 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 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.

2 SSE plc Notice of Annual General Meeting 2024

Special Resolutions

Authority to disapply pre-emption rights

Resolution 21: subject to the passing of Resolution 19, to authorise the Directors to allot equity securities (as defined in the Companies Act 2006) for cash under the authority conferred 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, provided that such authority shall 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 practical) to their respective 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. in the case of the authority granted under Resolution 19 and/or in the case of any sale of Treasury Shares, to the allotment of equity securities or sale of Treasury Shares otherwise than under paragraph (a) of this Resolution up to an aggregate nominal amount of £54,672,667 (representing 109,345,335 Ordinary Shares).

Such authority shall expire at the end of the Annual General Meeting 2025 or, if earlier, at the close of business on 30 September 2025, except that, in each case, before the expiry date, the Company may make offers, and enter into agreements, which would, or might, require equity securities to be allotted (and Treasury Shares sold) after the authority expires, and the Directors may allot equity securities (and sell Treasury Shares) under any such offer or agreement as if the authority had not expired.

Additional authority to disapply pre-emption rights for purposes of acquisitions or specified capital investments

Resolution 22: subject to the passing of Resolution 19, to authorise the Directors, in addition to any authority granted under Resolution 21, to allot equity securities (as defined in the Companies Act 2006) for cash under the authority granted by Resolution 19 and/or 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, provided such authority shall be:

1. limited to the allotment of equity securities or sale of Treasury Shares up to an aggregate nominal amount of £54,672,667 (representing 109,345,335 Ordinary Shares); and
2. used only for the purpose of financing (or refinancing, if the authority is to be used within 12 months after the original transaction) a transaction that the Directors determine to be an acquisition, or a specified capital investment of a kind contemplated by the Statement of Principles on Disapplying Pre-Emption Rights, published by the Pre-Emption Group in November 2022.

Such authority shall expire at the end of the Annual General Meeting 2025 or, if earlier, at the close of business on 30 September 2025, except that, in each case, before the expiry date, 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 Directors 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 23: to generally and unconditionally authorise the Company, 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 109,345,335;
2. the minimum price that may be paid for such shares is 50 pence per share, exclusive of expenses; and
3. the maximum price, exclusive of expenses, that 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 end of the Annual General Meeting 2025 or, if earlier, close of business on 30 September 2025 (except that if the Company has agreed before this date to purchase Ordinary Shares where these purchases will, or may, be executed after the authority terminates (either wholly or in part), the Company may complete such purchases).

Notice of general meetings

Resolution 24: that a general meeting of the Company other than an Annual General Meeting may be called on no less than 14 clear days' notice.

By order of the Board

Liz Tanner

Company Secretary and Group General Counsel

21 May 2024

SSE plc Notice of Annual General Meeting 2024

3

Explanatory notes to the proposed resolutions

Ordinary and Special Resolutions

Resolutions 1 to 20 will be proposed as Ordinary Resolutions, which require a simple majority of votes in favour. Resolutions 21 to 24 will be proposed as Special Resolutions, which require a 75% majority of votes in favour.

Resolution 1: Receipt of the Annual Report and Accounts 2024

The Directors of the Company must present their Annual Report and 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 Remuneration Report 2024

The Remuneration Report in the Company's Annual Report and Accounts for the year ended 31 March 2024 comprises: (a) the statement by the Remuneration Committee Chair; and (b) the annual report on remuneration, which sets out the remuneration paid to the Company's Directors during the year ended 31 March 2024.

The Remuneration Report 2024 is set out on pages 158 and 159 and 163 to 177 of the Annual Report 2024 . The Resolution is advisory and does not affect the remuneration already paid to any Director.

Resolution 3: Declaration of the final dividend for 2024

A final dividend can be paid only after it has been approved by shareholders. A final dividend of 40 pence per Ordinary Share is recommended by the Directors for payment in cash on 19 September 2024 to shareholders on the Register of Members as at close of business on 26 July 2024. Subject to approval of Resolution 20, this excludes shareholders in respect of whom a valid election to participate in the Company's Scrip Dividend Scheme has been received by the Company by 4.30pm on 22 August 2024, and who will, therefore, 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 in Appendix 2 on page 17 and on the Company's website, sse.com .

Resolutions 4 to 15: Re-election of Directors

In accordance with the UK Corporate Governance Code, all Directors should be subject to election or re-election by shareholders every year and separate resolutions are proposed for each Director. Further 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 8 to 11 under 'Career and experience' and 'Skills relevant to the SSE Board'.

The Board, its Committees and the individual Directors participate in an annual performance review. The 2023/24 Board and Board Committee reviews were facilitated by Lintstock Ltd (Lintstock). The re-engagement of Lintstock for two years following the 2021/22 external performance review was agreed to provide consistent oversight of the actions and themes identified over a three-year time frame, and in advance of the next external process in 2024/25. In line with SSE's existing Nomination Committee process, the external Board and Board Committee performance reviews confirmed the continuing independent and objective judgement of all the non-Executive Directors, alongside their continued effective performance and commitment to their respective roles. Further details of the performance review process and considerations surrounding time commitment and independence are set out on pages 136 and 137 and pages 140 and 141 of the Annual Report 2024 .

The Board recommends to shareholders the proposed re-election of all Directors set out in Resolutions 4 to 15. Full biographical details of each Director can be found on pages 8 to 11 . The Executive Directors' service contracts and non-Executive Directors' letters of appointment are available for inspection as specified in note 15 on page 14 .

Resolution 16: 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. On the Audit Committee's recommendation to the Board, this resolution proposes the re-appointment of Ernst & Young LLP as Auditor of the Company. If approved, Ernst and Young LLP, will be appointed as Auditor for the year ending 31 March 2025.

Resolution 17: 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.

4 SSE plc Notice of Annual General Meeting 2024

Resolution 18: Net Zero Transition Report

SSE believes that both the Company and its shareholders benefit from ongoing engagement on climate-related issues. SSE proposed an enabling resolution to its AGM in 2021 that established a framework for annual advisory votes on its Net Zero Transition Report. This year, shareholders are asked to receive the Net Zero Transition Report for the year ended 31 March 2024, and in doing so, consider and approve it on a non-binding advisory basis.

SSE's Net Zero Transition Report for 31 March 2024 provides a navigation aid to climate-related disclosures in both the Annual Report 2024 and throughout the Sustainability Report 2024. The Net Zero Transition Report 2024 is available on sse.com .

The Net Zero Transition Report includes the following information:

1. the measures the Company uses to evaluate the consistency of its economic activity with its Net Zero Transition Plan;
2. the measures the Company uses to align its public policy engagement and external communications with the Net Zero Transition Plan;
3. information regarding the governance of the Net Zero Transition Plan and the link between the Company's targets and executive remuneration;
4. how the Company has evaluated and mitigated the impact of the net zero transition on the Company's employees, communities in which it operates, and other stakeholders in the context of a just transition to being a net zero business;
5. confirmation of the extent to which the Company's overall climate risk reporting is consistent with the Final Recommendations of the Task Force on Climate-related Financial Disclosures;
6. any applicable updates to the frameworks, relevant methodologies, timescales for goals and targets, and core assumptions used in relation to the Net Zero Transition Plan; and
7. the Company's progress on the implementation of matters that are the subject of the reporting requirements set out in paragraphs
   (a) to (f), above.

The scope of the above information is updated and revised from time to time, in line with any mandatory requirements and best practice. These updates do not include commercially confidential or competitively sensitive information, and are carried out at a reasonable cost.

Given that shareholders may have multiple motives when voting on such a matter, the Company wishes to clarify that if there is a significant vote against, it would hold discussions with shareholders through its Investor Relations and environmental, social and governance (ESG) engagement programme and seek information from them about why they did not support the proposed resolution, informing all shareholders about the results of that process and announcing its intended measures aimed at taking them into account.

This resolution represents the third annual advisory resolution on SSE's Net Zero Transition Report. The Company continues to monitor market practice and consider stakeholder expectations in this area to ensure the regularity of the advisory vote enhances climate-related engagement. The Company notes the Transition Plan Taskforce guidance on Net Zero Transition Plans, and the guidance to review plans on a three-yearly cycle. SSE will consult with shareholders through 2024/25 to gauge opinion on the cadence of such resolutions being proposed, and any amendment to the framework for annual net zero transition report resolutions will be proposed to shareholders at the AGM in 2025.

Resolution 19: 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 £182,242,225 (representing 364,484,450 Ordinary Shares of 50 pence each, excluding Treasury Shares) which, as at 21 May 2024, being the latest practical date prior to the publication of this Notice of AGM, represented one-third of the issued share capital of the Company (excluding Treasury Shares).

The authority will expire at the end of the AGM 2025 or, if earlier, the close of business on 30 September 2025 (the last date by which the Company must hold an AGM in 2025).

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 21 May 2024 (being the latest practical date prior to the publication of this Notice of AGM) the issued share capital of the Company consisted of 1,096,239,455 Ordinary Shares, with a nominal value of 50 pence each and carrying one vote each. This figure includes 2,786,105 Ordinary Shares, which are held in treasury representing approximately 0.25% of the issued share capital (excluding Treasury Shares). The voting rights on Treasury Shares are automatically suspended. Therefore, the total number of voting rights in the Company was 1,093,453,350 as at 21 May 2024.

SSE plc Notice of Annual General Meeting 2024

5

EXPLANATORY NOTES TO THE PROPOSED RESOLUTIONS - CONTINUED

Resolution 20: Renewal of Scrip Dividend Scheme

Shareholders last renewed the Directors' authority to operate an optional Scrip Dividend Scheme in 2021 for a period of three years.

The Directors are proposing that the Company renew this authority for a further period of three years, until the day of the Annual General Meeting to be held in 2027, in line with relevant investor protection guidelines. Renewal of the Scrip Dividend Scheme is consistent with the updated NZAP Plus dividend plan announced in May 2023, which retained a scrip dividend option for shareholders while setting a 25% cap on take-up, which would be implemented, if necessary, by means of a share buyback.

The Scrip Dividend Scheme gives shareholders the right to elect to receive new Ordinary Shares in the capital of the Company (credited as fully paid) instead of cash dividends. Details of how the Scrip Dividend Scheme operates are explained in the Terms and Conditions in Appendix 2 on page 17 , and can also be found on sse.com . If renewed, the Scrip Dividend Scheme will continue to allow existing participants to receive Ordinary Shares for every cash dividend entitlement where the Scrip alternative is offered, unless and until they notify the Company otherwise. Shareholders who wish to participate in the Scrip Dividend Scheme will need to complete a Scrip Dividend Mandate Form in accordance with the Terms and Conditions. Shareholders who hold their Ordinary Shares in CREST can only participate in the Scrip Dividend Scheme by use of the CREST Dividend Election Input Message. Evergreen instructions are not permitted in CREST and shareholders must complete a Dividend Election Input Message on each occasion, otherwise any dividend entitlement will be paid in cash.

The number of New Shares that shareholders will be entitled to receive under the Scrip Dividend Scheme will be calculated by reference to the amount of the cash dividend, the number of shares held and the Scrip Reference Share Price. The Scrip Reference Share Price is the average closing middle market quotations for the Company's shares over five dealing days commencing on the ex-dividend date for each dividend. In accordance with the Articles of Association of the Company, approval is sought to capitalise sums standing to the credit of the reserves of the Company, including the share premium account. This would enable the Directors to apply such sums in paying up in full the nominal amounts of New Shares allotted to shareholders pursuant to the elections under the Scrip Dividend Scheme.

If renewed by shareholders, the Scrip Dividend Scheme will operate for the final dividend of 40 pence per share for the year ended

31 March 2024, payable on 19 September 2024, and may operate for future dividends during the period when the Scrip Dividend Scheme is in effect. An expected timetable of events in relation to the final dividend for the year ended 31 March 2024 is set out below. The timetable for future Scrip Dividends, where offered, will be made available on the Company's website, sse.com .

If every shareholder elects to participate in the Scrip Dividend Scheme for their entire holding, based on the proposed final dividend of 40 pence per share and an illustrative Scrip Reference Price of £17.99 (being the closing share price as at 21 May 2024), the maximum number of shares that could be awarded would be 24,312,470, representing approximately 2.22% of the issued share capital (excluding Treasury Shares) of the Company as at 21 May 2024. If no elections for the Scrip Dividend Scheme are received, based on the proposed final dividend of 40 pence per share and the issued share capital as at 21 May 2024, being the last practical date before the publication of this Notice of AGM, the total cash dividend payable to shareholders will be £437,381,340.

Scrip Dividend timetable for the final dividend for the year ended 31 March 2024

25 July 2024	Ex-dividend date
26 July 2024	Record date
25 to 31 July 2024	Scrip Reference Share Price calculation period
1 August 2024	Scrip Reference Share Price announced
22 August 2024	Last date for receipt of Scrip elections
19 September 2024	Dividend payment/issue of New Shares

Resolutions 21 and 22: Disapplication of pre-emption rights

The Companies Act 2006 provides that if the Directors wish to allot New Shares or other equity securities, or sell Treasury Shares, for cash (other than in connection with any employee share scheme) they must in the first instance offer them to existing shareholders in proportion to their holdings (a pre-emptive offer). Resolutions 21 and 22, which will be proposed as special resolutions, would give the Directors the authority to allot a limited number of Ordinary Shares or other equity securities, or sell Treasury Shares, for cash without first offering them to existing shareholders in proportion to their existing shareholding.

The authority in Resolution 21 would be limited to:

1. allotments or sales in connection with pre-emptive offers and offers to holders of other equity securities, if required by the rights of those securities or as the Directors otherwise consider necessary; and
2. otherwise allotments or sales up to an aggregate nominal amount of £54,672,667 (representing 109,345,335 Ordinary Shares of
   50 pence each). This aggregate nominal amount represents approximately 10% of the issued share capital (excluding Treasury Shares) of the Company as at 21 May 2024 (being the latest practical date prior to the publication of this document). This limit also applies to shares issued or sold from treasury.

6 SSE plc Notice of Annual General Meeting 2024

Resolution 22 is intended to give the Company flexibility to make non-pre-emptive issues of Ordinary Shares in connection with acquisitions and other capital investments as contemplated by the Statement of Principles on Disapplying Pre-emption Rights published by the Pre-Emption Group in November 2022 (the "2022 Statement of Principles"). The authority in Resolution 22 is in addition to that proposed by Resolution 21 and would be limited to allotments of Ordinary Shares or sales of Treasury Shares up to an aggregate nominal amount of £54,672,667 (representing 109,345,335 Ordinary Shares of 50 pence each). This aggregate nominal amount represents an additional 10% of the issued share capital (excluding Treasury Shares) of the Company as at 21 May 2024 (being the latest practical date prior to the publication of this document).

The Directors confirm that the Company will only allot Ordinary Shares or sell Treasury Shares representing more than 10% of the issued ordinary share capital of the Company for cash, pursuant to the power granted by Resolution 22, where that allotment or sale is for the purposes of financing (or refinancing, if the authority is to be used within 12 months after the original transaction) a transaction that the Directors determine to be an acquisition or other capital investment within the meaning given in the 2022 Statement of Principles, and which is announced contemporaneously with the allotment, or which has taken place in the preceding twelve month period and is disclosed in the announcement of the allotment.

In line with institutional shareholder guidelines, the Board proposed two separate special resolutions at the AGM 2023 seeking authority to disapply pre-emption rights up to a maximum aggregate amount of 10% of the Company's issued share capital (5% for general purposes and 5% for specific purposes to be used for an acquisition or specified capital investment). Resolutions 21 and 22 seek to renew and enhance this authority, in line with the 2022 Statement of Principles, which is supportive of companies who wish to seek authority for the annual disapplication of pre-emption rights to include: (i) 10% of a company's issued ordinary share capital to be issued on an unrestricted basis; and (ii) an additional 10% of a company's issued ordinary share capital to be used for either an acquisition or specified capital investment.

The Directors have no present intention of exercising the authority sought by Resolutions 21 and 22. However, in any event, the Directors confirm their intention to follow the shareholder protections in Part 2B of the 2022 Statement of Principles. The Directors consider the authority in Resolutions 21 and 22 to be appropriate as there may be occasions when the Directors will need the flexibility to finance business opportunities by the issue of Ordinary Shares without a pre-emptive offer to existing shareholders. Subject to shareholder approval, the authority under Resolutions 21 and 22 will expire at the end of the AGM 2025 or, if earlier, the close of business on

30 September 2025.

Resolution 23: Purchase of own shares

In some circumstances, the Company may find it advantageous to have the authority to purchase its own shares in the market. The Directors believe that it is an important part of the financial management of the Company to have the flexibility to repurchase issued shares in order to manage its capital base. This Special Resolution renews the authority that was given at last year's AGM, authorising the Company to purchase its own Ordinary Shares in the market and will, if approved, renew the Company's authority from shareholders to make such purchases until the end of the AGM 2025 or, if earlier, the close of business on 30 September 2025. This resolution complies with investor guidelines, which limit annual share purchases to 10% of the issued share capital (excluding Treasury Shares).

The Company will seek to purchase shares where the Directors believe this would be in the best interests of shareholders generally, for example, to manage any excess share dilution created by take-up of the scrip dividend option that is above the level required to maintain appropriate balance sheet strength. The authority will only be used after careful consideration, taking into account prevailing market conditions, other investment and financing opportunities, appropriate gearing levels and the overall financial position of the Company. Any shares purchased in this way will either be cancelled (and the number of shares in issue reduced accordingly) or held in treasury. Shares held in treasury may subsequently be sold for cash (within the limit of the shareholder pre-emption disapplication contained

in Resolutions 21 and 22), cancelled, or used for the purposes of employee share schemes, either immediately, or at some point in the future. Treasury Shares transferred for the purposes of the Company's employee share schemes will count towards the limits in those schemes on the number of New Shares that may be issued.

The Resolution specifies the maximum number of shares that may be acquired, being 10% of the Company's issued share capital as at

21 May 2024, and minimum and maximum prices at which they may be bought. As at 21 May 2024, options were outstanding over almost 5.3m Ordinary Shares, representing approximately 0.48% of the issued share capital (excluding Treasury Shares). If the proposed market purchase authority were used in full, shares over which these options were outstanding would represent approximately 0.54% of the adjusted share capital (excluding Treasury Shares) on that date.

Resolution 24: Notice period for general meetings

Resolution 24 will be proposed as a Special Resolution and would allow the Company to hold general meetings (other than Annual General Meetings) on 14 clear days' notice. Annual General Meetings must always be called with at least 21 clear days' notice, but other general meetings of the Company may be called on less notice if shareholders agree to a shorter period. At the AGM 2023, a resolution was passed that allowed the Company to hold general meetings (other than Annual General Meetings) on 14 days' notice. The Board is proposing a similar resolution to renew the authority granted last year. The approval will be effective until the AGM 2025, when it is intended that the approval will be renewed.

This shorter notice period would not be used as a matter of routine. Instead, the Board will consider on a case-by-case basis whether the flexibility offered by the shorter notice period would be in the best interests of shareholders generally, taking into account the circumstances and business of the meeting.

SSE plc Notice of Annual General Meeting 2024

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Board of Directors

Sir John Manzoni

Chair

Committee membership

N E S R

Date of appointment Non-Executive Director since September 2020 and Chair from April 2021

Career and experience

Sir John has wide-ranging experience across the energy industry and private and public sectors. Through a 24-year career at BP he held a number of senior roles including Chief Executive, Refining and Marketing and was a main Board member. This was followed by President and Chief Executive Officer at Talisman Energy Inc before a move to UK Government where he was Chief Executive of the Civil Service and Permanent Secretary of the Cabinet Office. He has previously been

1. non-ExecutiveDirector of SABMiller plc and Chair of Leyshon Energy Limited.

Skills relevant to the SSE Board

• Dynamic and engaging leader with diverse perspectives from multiple sectors, organisational settings and geographies.
• Experienced in the governance of large-scale business operations, leading reform, the management of complex projects and driving business performance.
• Strong communicator with insight into the management and development of stakeholder relations.
• Working knowledge of energy regulation, government and policy considerations which underpin achieving net zero.
• Brings sharp focus to people leadership, succession planning and inclusion and diversity.

Key external appointments

• Non-ExecutiveDirector and Chair designate of Diageo plc.
• Chair of the Atomic Weapons Establishment.
• Non-ExecutiveDirector of KBR Inc.

Alistair Phillips-Davies

Chief Executive

Committee membership

Date of appointment

Executive Director since January 2002 and Chief Executive from July 2013

Career and experience

Alistair joined SSE in 1997 and possesses extensive knowledge of the Group, having held senior roles across multiple business areas. Prior to joining the Board in 2002 as Energy Supply Director, Alistair was Director of Corporate Finance and Business Development. In 2010, he became Generation and Supply Director, before his appointment as Deputy Chief Executive in 2012 then Chief Executive in 2013. Alistair is Chair of the SSEN Distribution Board, a fellow of the Energy Institute and a chartered accountant.

Skills relevant to the SSE Board

• Sound executive leadership and a considered approach to strategy; central to the delivery of the Net Zero Acceleration Programme Plus and SSE's sustainability plans and targets.
• Broad knowledge of the energy markets in Great Britain and Ireland and across Europe.
• Proactive understanding of SSE's stakeholder priorities.
• Detailed understanding of policy, politics, and regulation, enabling constructive engagement in these areas.
• Focused on people development to support culture and capabilities for future growth.

Key external appointments

• Non-ExecutiveDirector of Anglian Water Services Limited.
• Member of the Scottish Energy Advisory Board.
• Member of the UK Government's Hydrogen Delivery Council.
• Member of the Net Zero Council.
• Business Fellow at Smith School for Enterprise and Environment.

Barry O'Regan

Chief Financial Officer

Committee membership

E

Date of appointment

Executive Director and Chief Financial Officer since December 2023

Career and experience

Barry joined SSE in 2008 and became Chief Financial Officer in December 2023. Prior to becoming Chief Financial Officer, Barry was Finance Director for SSE Renewables as well as having responsibility for corporate finance across the whole of the SSE Group. In his previous role of Director of Treasury and Corporate Finance he oversaw group funding and treasury operations. He is a chartered accountant and trained with PwC in Dublin before joining Airtricity in 2005.

Skills relevant to the SSE Board

• Financial expert with 19 years of energy value chain knowledge, driving the disciplined delivery of SSE's capital investment and growth plans.
• Skilled in the development of financial strategy, which has been integral to the reshaping of SSE over the last decade.
• Experienced in leading corporate financial projects and teams, covering corporate modelling, funding strategy and debt issuance.
• Active understanding of investment community views.
• Supports SSE's approach to partnering, having served on joint venture boards.

Key external appointments

- None

Key for Board Committees	N Nomination Committee	A Audit Committee	E Energy Markets Risk Committee
	S Safety, Sustainability, Health and	R Remuneration Committee	Committee Chair
	Environment Advisory Committee

8 SSE plc Notice of Annual General Meeting 2024