SSE PLC

Proxy Solicitation & Information Statement • Jul 9, 2020

FORM OF PROXY ANNUAL GENERAL MEETING 2020

INVESTOR CODE

EVENT CODE

Please mark 'X' to indicate how you wish to vote.

Please read the guidance notes on the reverse before completing this form.

†

I/We, the undersigned, being a member of SSE plc, hereby appoint the Chair of the meeting or (see Note 4):

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as my/our proxy to attend*, speak* and vote* for me/us and on my/our behalf at the Annual General Meeting of SSE plc to be held on 12 August 2020 at Inveralmond House, 200 Dunkeld Road, Perth, PH1 3AQ at 11:00 am, and at any adjournment thereof.

I/We would like my/our proxy to vote* on the resolutions proposed at the meeting as indicated on this form. Unless otherwise instructed the proxy may vote* as he or she sees fit or abstain in relation to any business of the meeting.

† Insert number of shares where relevant (see Note 4).

Signature
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Date

Alternatively you can lodge your proxy online – see Note 9. You will need your Investor Code printed on the front of this form.

To view the Annual Report 2020 and Notice of Annual General Meeting 2020 online go to the following website: sse.com

RESOLUTION		FOR	AGAINST WITHHELD
1.	Receive the Report and Accounts
2.	Approve the 2020 Remuneration Report
3.	Declare a final dividend
4.	Re-appoint Gregor Alexander
5.	Re-appoint Sue Bruce
6.	Re-appoint Tony Cocker
7.	Re-appoint Crawford Gillies
8.	Re-appoint Richard Gillingwater
9.	Re-appoint Peter Lynas
10.	Re-appoint Helen Mahy
11.	Re-appoint Alistair Phillips-Davies
12.	Re-appoint Martin Pibworth
13.	Re-appoint Melanie Smith
14.	Appoint Angela Strank
15.	Re-appoint Ernst & Young LLP as Auditor
16.	Authorise the Audit Committee to agree the Auditor's remuneration
17.	Authorise the Directors to allot shares
	18. Special resolution to disapply pre-emption rights
	19. Special resolution to empower the Company to purchase its own Ordinary Shares
	20. Special resolution to approve 14 days' notice of general meetings

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GUIDANCE NOTES

• 1. The full text of each resolution is set out in the Notice of Annual General Meeting 2020 which can be found in the separate shareholder circular or alternatively on the SSE website at sse.com.
• 1. To be valid, all voting instructions must be received by the Company's Registrar no later than 11:00 am on 10 August 2020.
• 1. Pursuant to Regulation 41 of the Uncertificated Securities Regulations 2001 and section 360B(2) of the Companies Act 2006, entitlement to attend* and vote* at the meeting and the number of votes which may be cast thereat will be determined by reference to the Register of Members of the Company as at 11:00 am on 10 August 2020. Changes to entries on the Register of Members after that time shall be disregarded in determining the rights of any person to attend* and vote* at the meeting.
• 1. You are entitled to appoint a proxy or proxies, who need not be an SSE shareholder, or the Chair of the meeting, to exercise all or any of your rights, to attend*, speak* and vote*. You may appoint more than one proxy, provided that each proxy is appointed in respect of a different share or shares. If you wish to appoint a person other than the Chair, please insert the name of your chosen proxy holder in the space provided. 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. If the proxy is being appointed in relation to less than your full voting entitlement, please enter in the box next to the proxy holder's name the number of shares in relation to which they are authorised to act as your proxy. If left blank your proxy will be deemed to be authorised in respect of your full voting entitlement. If you appoint more than one proxy, additional proxy form(s) may be obtained by contacting the Company's Registrar's helpline on 0345 143 4005 or you may photocopy this form. All forms must be signed and should be returned together in the same envelope. Calls are charged at the standard geographic rate and will vary by provider. Calls outside the United Kingdom are charged at the applicable international rate. We are open between 9:00 am to 5:30 pm, Monday to Friday, excluding public holidays in England and Wales.
• 1. Place an 'X' in one box only for each resolution. Votes 'withheld' are not votes in law and will not be counted in the calculation of the votes 'for' or 'against' a resolution.
• 1. A corporation may appoint more than one corporate representative. A corporation's form of proxy must be executed under the common seal, if any, or signed by a duly authorised officer (stating the officer's capacity).
• 1. In the case of joint holders, any one holder may sign the form. The vote of the senior joint holder who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the votes of the other joint holders and for this purpose seniority will be determined by the order in which the names stand in the Register of Members in respect of the joint holding.
• 1. The completed and signed Form of Proxy (together with any power of attorney or other authority under which it is signed or a notarially certified copy thereof) must be returned to the Company's Registrar, Link Asset Services, 34 Beckenham Road, Beckenham BR3 4TU no later than 48 hours prior to the AGM.
• 1. You can submit your Form of Proxy electronically by accessing our website sse.com and clicking on the 'AGM 2020' link on the homepage. Electronic facilities are available to all shareholders and those who use them will not be disadvantaged. Before you can submit your Form of Proxy online you will be asked to agree to certain terms and conditions. You will require your Investor Code printed on the front of this form to log in. On receipt of your vote you will be issued with a transaction reference number. If you submit your Form of Proxy online it should reach the Registrar by 11:00 am on 10 August 2020 (48 hours prior to the AGM). Should you complete your Form of Proxy electronically and then post a hard copy, the form that arrives last will be counted to the exclusion of instructions received earlier, whether electronic or postal. Please see the terms and conditions of the service on the website.
• 1. To appoint one or more proxies or to give an instruction to a proxy (whether previously appointed or otherwise) via the CREST system, CREST messages must be received by the issuer's agent (ID Number RA10) no later than 48 hours before the time appointed for holding the meeting. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp generated by the CREST system) from which the issuer's agent is able to retrieve the message. The Company may treat as invalid a proxy appointment sent by CREST in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.
• 1. The completion and return of this form will not preclude a member from attending the meeting and voting in person*.
• 1. This form is issued only to the addressee(s) and is specific to the unique designated account printed hereon. This personalised form is not transferable between different (i) account holders; or (ii) uniquely designated accounts. Neither SSE plc nor Link Asset Services accepts any liability for any instruction that does not comply with these conditions.
• 13.*Ensuring shareholder safety. 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.
• 1. 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 to AGMQuestion@sse.com. 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.
• 1. 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.