Drax Group PLC — AGM Information 2026

Apr 30, 2026

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author: "Beth Fensome"
date: 2026-04-30 12:53:00+00:00
processor: python-docx+mammoth
status: success

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Company Number: 05562053

THE COMPANIES ACT 2006

COMPANY LIMITED BY SHARES

ORDINARY AND SPECIAL RESOLUTIONS

OF

DRAX GROUP PLC

(the “Company”)

The following ordinary and special resolutions which relate to special business, were passed at the Annual General Meeting (“AGM”) of the Company held on 30 April 2026:

ORDINARY RESOLUTIONS

Resolution 16 – Political donations

IT WAS RESOLVED 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 to:

1. 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
2. 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
3. incur political expenditure, as defined in Section 365 CA 2006, not exceeding £100,000 in total,

in each case provided that the aggregate amount of any such donations and expenditure shall not exceed £125,000 in total. This authority shall commence on the date of the passing of this Resolution and remain in force until the conclusion of the 2027 AGM (or, if earlier, until the close of business on 30 June 2027).

Resolution 22 – Approval of the Drax Group plc Long-Term Incentive Plan 2020

IT WAS RESOLVED TO approve the amendment to the rules of the Drax Group plc Long-Term Incentive Plan 2020 as set out in Appendix 2 of the 2026 Notice of Annual General Meeting.

SPECIAL RESOLUTIONS

Resolution 17 – Directors’ authority to allot shares

IT WAS RESOLVED THAT in substitution for all subsisting authorities, to the extent unused, the Directors be and they are hereby generally and unconditionally authorised in accordance with Section 551 CA 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:

1. up to an aggregate nominal amount of £12,992,941 (such amount to be reduced by the nominal amount of any equity securities (as defined in Section 560 CA 2006) allotted or granted under paragraph (b) of this Resolution in excess of £12,992,941); and
2. comprising equity securities (within the meaning of Section 560 CA 2006) up to an aggregate nominal amount of £25,985,883 (such amount to be reduced by the aggregate nominal amount of any shares allotted or rights granted under paragraph (a) of this Resolution) in connection with an offer by way of a rights issue:
3. to ordinary shareholders in proportion (as nearly as may be practicable) to their existing holdings; and
4. to 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 or securities represented by depositary receipts, record dates, legal, regulatory or practical problems in, or under the laws of, any territory or the requirements of any regulatory body or stock exchange or any other matter.

The authorities conferred on the Directors under paragraphs (a) and (b) above shall commence on the date of the passing of this Resolution and remain in force until the conclusion of the 2027 AGM (or, if earlier, until the close of business on 30 June 2027), save that under each authority the Company may, before such expiry, make an offer or agreement which would or might require shares to be allotted or rights to subscribe for, or to convert any security into, shares to be granted after such expiry and the Directors may allot shares or grant rights to subscribe for, or to convert any security into, shares (as the case may be) in pursuance of such an offer or agreement as if the relevant authority conferred hereby had not expired.

Resolution 18 – General disapplication of pre-emption rights

IT WAS RESOLVED THAT the Directors be authorised to allot equity securities (as defined in CA 2006) for cash under the authority conferred by Resolution 17 and/ or to sell ordinary shares with nominal value of 1116⁄29 pence each in the capital of the Company (ordinary shares) held by the Company as treasury shares for cash as if Section 561 CA 2006 did not apply to any such allotment or issue, such authority to be limited:

1. to the allotment of equity securities in connection with an offer of equity securities (but in the case of the authority granted under paragraph (b) of Resolution 17, by way of a rights issue only):
2. to ordinary shareholders in proportion (as nearly as may be practicable) to their existing holdings; and
3. to 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 any treasury shares, fractional entitlements or securities represented by depositary receipts, record dates, legal, regulatory or practical problems in, or under the laws of, any territory or the requirements of any regulatory body or stock exchange or any other matter; and
4. to the allotment of equity securities or sale of treasury shares (otherwise than under paragraph (a) of this Resolution 18) up to a nominal amount of £3,897,882,

such authority to expire at the end of the 2027 AGM (or, if earlier, at the close of business on 30 June 2027) but 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 Directors may allot equity securities (and sell treasury shares) under any such offer or agreement as if the authority had not expired.

Resolution 19 – Additional disapplication of pre-emption rights

IT WAS RESOLVED THAT the Directors be authorised in addition to any authority granted under Resolution 18 above, to allot equity securities (as defined in CA 2006) for cash under the authority conferred by Resolution 17 and/or to sell ordinary shares held by the Company as treasury shares for cash as if Section 561 CA 2006 did not apply to any such allotment or sale, such authority to be limited to the allotment of equity securities or sale of treasury shares up to an aggregate nominal amount of £3,897,882, such authority to be used only for the purposes of financing (or refinancing, if the authority is to be used within 12 months of the original transaction) a transaction which the Board of the Company determines to be either an acquisition or a specified capital investment of a kind contemplated by the Pre-Emption Group’s Statement of Principles (the Statement of Principles) as revised in November 2022, such authority to expire at the end of the 2027 AGM (or, if earlier, at the close of business on 30 June 2027) 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 Directors may allot equity securities (and sell treasury shares) under any such offer or agreement as if the authority had not expired.

Resolution 20 – Company’s authority to purchase own shares

IT WAS RESOLVED THAT the Company be and is hereby generally and unconditionally authorised for the purposes of Section 701 CA 2006, to make market purchases (within the meaning of Section 693(4) CA 2006) of ordinary shares on such terms and in such manner as the Directors of the Company shall from time to time determine, provided that:

1. the maximum aggregate number of ordinary shares hereby authorised to be purchased is 33,742,864, which represents 10% of the issued share capital as at 6 March 2026;
2. the minimum price (exclusive of expenses) which may be paid for an ordinary share is its nominal value; and
3. the maximum price (exclusive of expenses) which may be paid for an ordinary share is not more than the higher of:
4. an amount equal to 105% of the average of the middle market quotations of an ordinary share (as derived from the London Stock Exchange Daily Official List) for the five business days immediately preceding the date on which that ordinary share is contracted to be purchased; and
5. the amount stipulated by Article 5(6) of the Market Abuse Regulation (EU) No 596/2014 as onshored into UK law on 31 December 2020 by the European Union (Withdrawal) Act 2018;
6. the authority hereby conferred shall commence on the date of the passing of this Resolution and remain in force until the conclusion of the 2027 AGM (or, if earlier, until the close of business on 30 June 2027), unless previously revoked, varied or renewed by the Company in general meeting; and
7. the Company may at any time prior to the expiry of such authority enter into a contract or contracts under which a purchase of ordinary shares under such authority will or might be completed or executed wholly or partly after the expiration of such authority and the Company may purchase ordinary shares in pursuance of any such contract or contracts as if the authority conferred hereby had not expired.

Resolution 21 – Calling of general meetings on 14 days’ notice

IT WAS RESOLVED THAT a general meeting of the Company, other than an AGM, may be called on not less than 14 clear days’ notice.

Rebecca Dunn

Group Company Secretary