National Grid PLC — AGM Information 2023

Jul 10, 2023

NATIONAL GRID PLC (THE "COMPANY")

PUBLIC COMPANY LIMITED BY SHARES

RESOLUTIONS PASSED ON 10 JULY 2023

At an Annual General Meeting ('AGM') of the Company, duly convened and held at 11.00am on Monday 10 July 2023 at Royal Lancaster London, Lancaster Terrace, London W2 2TY, the following resolutions were duly passed by means of a poll. Resolutions 20 - 23 were passed as special resolutions of the Company:

Disapplication of pre-emption rights

1. Subject to the passing of resolution 19, to authorise the Directors, in accordance with section 570 of the 2006 Act, to allot equity securities (as defined in section 560(1) of the 2006 Act) wholly for cash, including a sale of treasury shares, as if section 561 of the 2006 Act did not apply to any such allotment or sale, provided that this authority shall be limited to:

2. (i) any such allotment or sale in connection with a pre-emptive offer; and

3. (ii) any such allotment or sale, otherwise than pursuant to a pre-emptive offer, of equity securities up to an aggregate nominal amount of £22,862,246.

This authority shall expire at the earlier of the close of the next annual general meeting or 30 September 2024 except that the Directors shall be entitled, at any time prior to the expiry of this authority, to make an offer or enter into an agreement which would, or might, require equity securities to be allotted wholly or partly and treasury shares to be sold after such expiry, and the Directors may allot equity securities and sell treasury shares in accordance with such offer or agreement as if the authority conferred had not expired.

1. Subject to the passing of resolution 19, and in addition to any authority granted under resolution 20, to authorise the Directors, in accordance with section 570 of the 2006 Act, to allot equity securities wholly for cash, including a sale of treasury shares, as if section 561 of the 2006 Act did not apply to any such allotment or sale, provided that this authority shall be:

2. (i) limited to the allotment of equity securities or sale of treasury shares up to an aggregate nominal amount of £22,862,246; and

3. (ii) used only for the purposes of financing (or refinancing, if the authority is to be used within six months after the original transaction) a transaction which the Directors determine to be an acquisition or other capital investment of a kind contemplated by the Statement of Principles on Disapplying Pre-Emption Rights published by the Pre-Emption Group in 2015.

This authority shall expire at the earlier of the close of the next annual general meeting or 30 September 2024 except that the Directors shall be entitled, at any time prior to the expiry of this authority, to make an offer or enter into an agreement which would, or might, require equity securities to be allotted wholly or partly and treasury shares to be sold after such expiry, and the Directors may allot equity securities and sell treasury shares in accordance with such offer or agreement as if the authority conferred had not expired.

Purchase of own shares

1. To authorise the Company generally and unconditionally, for the purpose of section 701 of the 2006 Act, to make market purchases of its ordinary shares provided that:

2. (i) the maximum number of ordinary shares that may be acquired is 367,817,773 being 10% of the Company's issued share capital (excluding treasury shares) as at 17 May 2023;

3. (ii) the minimum price per ordinary share that may be paid for any such shares is 12 pence; and
4. (iii) the maximum price per share that may be paid for any such shares is not more than the higher of:
   • (a) an amount equal to 105% of the average closing price for an ordinary share, as derived from the London Stock Exchange Official List, for the five business days immediately prior to the day on which the purchase is made; and
   • (b) 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 on the trading venue where the market purchase pursuant to the authority conferred by this resolution will be carried out.

This authority shall expire at the earlier of the close of the next annual general meeting or 30 September 2024 except that the Company shall be entitled, at any time prior to the expiry of this authority, to make a contract of purchase which would, or might, be executed wholly or partly after such expiry and to purchase ordinary shares in accordance with such contract as if the authority conferred had not expired.

General meetings

1. To authorise the Directors, in accordance with the Company's articles of association ('Articles'), to call a general meeting of the Company, other than an annual general meeting, on not less than 14 clear days' notice.