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SSE PLC

Proxy Solicitation & Information Statement May 19, 2011

4710_agm-r_2011-05-19_45affcb7-b69e-453a-8a1d-2407c3393ba0.pdf

Proxy Solicitation & Information Statement

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Form of Proxy Annual General Meeting 2011

BARCODE
HERE
EVENT
CODE
INVESTOR
CODE
See
-thro
ugh
f
po
lywra
p
Please mark 'X' to indicate how you wish to vote.
resolution
1.
Receive the Report and Accounts
for Against withheld
2.
Approve the Remuneration Report
3.
Declare a final dividend
Please read the Guidance notes on the reverse before completing
this form.
4.
Re-appoint Katie Bickerstaffe
I/We, the undersigned, being a member of Scottish and Southern Energy
plc, hereby appoint the Chairman of the meeting or (see note 4):
5.
Re-appoint Jeremy Beeton
* 6.
Re-appoint Lord Smith of Kelvin
7.
Re-appoint Ian Marchant
as my/our proxy to attend, speak and vote for me/us and on my/our
behalf at the Annual General Meeting of Scottish and Southern Energy
8.
Re-appoint Colin Hood
plc to be held on 21 July 2011 at the Perth Concert Hall, Mill Street,
Perth PH1 5HZ at 12 noon, and at any adjournment thereof.
9. Re-appoint Gregor Alexander
I/We would like my/our proxy to vote on the resolutions proposed at 10. Re-appoint Alistair Phillips-Davies
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.
11. Re-appoint Lady Rice
* Insert number of shares where relevant (see note 4). 12. Re-appoint René Médori
To assist with arrangements, if you intend attending 13. Re-appoint Richard Gillingwater
the meeting in person please place an 'X' in this box: 14. Re-appoint Thomas Thune Andersen
15. Re-appoint KPMG Audit Plc as Auditors
Signature 16. Authorise the Directors to determine
the Auditors' remuneration
17. Authorise allotment of shares
18. Special resolution to disapply
pre-emption rights
Date
Alternatively you can lodge your proxy using the
19. Special resolution to empower the
Company to purchase its own
internet – see note 9. You will need your Investor
Code printed on the front of this form.
Ordinary Shares
20. Special resolution to approve
14 days' notice of general meetings
To view the Annual Report 2011 and Notice
of Annual General Meeting 2011 online go
to the following website: www.sse.com.
21. Approve the renewal of the 2001
Sharesave Scheme

Please detach prior to posting

Attendance card Annual General Meeting 2011

The AGM is to be held at the Perth Concert Hall, Mill Street, Perth PH1 5HZ at 12 noon on 21 July 2011. If you wish to attend the AGM in person, please sign this card and bring it to the AGM as it will authenticate your right to attend, speak and vote as a shareholder. If you intend to appoint a person other than the Chairman to act as a proxy, then the person you appoint as a proxy should sign this card and bring it to the AGM to facilitate his or her admission.

BARCODE HERE

INVESTOR CODE

Signature of shareholder/proxy attending*

* Delete whichever is not applicable

Please bring this card to the annual general meeting

FOLD HERE

Guidance notes

    1. The full text of each resolution is set out in the Notice of Annual General Meeting 2011 which can be found in the separate shareholder circular or alternatively on the Scottish and Southern Energy website at www.sse.com.
    1. To be valid, all voting instructions must be received by the Company's Registrar not later than 12 noon on 19 July 2011.
    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 6pm (BST) on 19 July 2011. 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 a Scottish and Southern Energy shareholder or the Chairman 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 Chairman, please insert the name of your chosen proxy holder in the space provided. 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 0845 143 4005 (calls cost 6p per minute plus network extras, lines are open Monday to Friday 9.00am to 5.30pm), or you may photocopy this form. All forms must be signed and should be returned together in the same envelope.
    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, Capita Registrars, 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 www.sse.com and clicking on the 'AGM 2011' 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 via the internet you will be asked to agree to certain terms and conditions. You will require your Investor Code (IVC) 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 via the internet it should reach the Registrar by 12 noon on 19 July 2011 (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) not 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. Kindly note: 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 Scottish and Southern Energy plc nor Capita Registrars accepts any liability for any instruction that does not comply with these conditions.

Location map

Perth Concert Hall, Mill Street, Perth PH1 5HZ

Perth Concert Hall is situated close to the River Tay and is within walking distance of both the Railway Station and Bus Station.

  • k If travelling by car, follow signs for the city centre. There is a car park at the rear of the Concert Hall. This is accessed from Kinnoull Street. This 550-space multi-storey car park is open from 7am-midnight Monday to Saturday. It is a pay-and-display car park meaning that the charge must be paid on arrival.
  • k A Park+Ride facility for 250 vehicles is available at the Broxden roundabout. This is situated at the junction of the M90/A9 bypass with the A9 Stirling Road.
  • k A second Park+Ride operates from a car park adjacent to the A94 at the north end of Scone.

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