National Grid PLC — AGM Information 2024

Jul 10, 2024

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author: Waite, Rebecca
date: 2024-07-10 20:47:00+00:00

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Company No. 4031152

National GRID PLC

(THE “COMPANY”)

PUBLIC COMPANY LIMITED BY SHARES

RESOLUTIONS PASSED ON 10 JULY 2024

At an Annual General Meeting (“AGM”) of the Company, duly convened and held at 11.00am on Wednesday 10 July 2024 at The Slate, Warwick Conferences, The University of Warwick, Scarman Road, Coventry, CV4 7SH, the following resolutions were duly passed by means of a poll. Resolution 19 was passed as an ordinary resolution and resolutions 20 - 23 were passed as special resolutions of the Company:

ORDINARY RESOLUTIONS

Renewal of authority to allot shares

1. To authorise the Directors generally and unconditionally, in accordance with section 551 of the 2006 Act, to allot shares in the Company or to grant rights to subscribe for or convert any security into shares in the Company up to an aggregate nominal amount of £154,211,779.

This authority shall expire at the earlier of the close of the next annual general meeting or 30 September 2025 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 shares to be allotted or subscription or conversion rights to be granted after such expiry, and the Directors may allot shares or grant rights in accordance with such offer or agreement as if the authority conferred had not expired.

SPECIAL RESOLUTIONS

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:

any such allotment or sale in connection with a pre-emptive offer; and

any such allotment or sale, otherwise than pursuant to a pre-emptive offer, of equity securities up to an aggregate nominal amount of £23,131,766.

This authority shall expire at the earlier of the close of the next annual general meeting or 30 September 2025 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:

limited to the allotment of equity securities or sale of treasury shares up to an aggregate nominal amount of £23,131,766; and

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 2025 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:

the maximum number of ordinary shares that may be acquired is 372,153,936 being 10% of the Company’s issued share capital (excluding treasury shares) as at 22 May 2024;

the minimum price per ordinary share that may be paid for any such shares is 12 pence; and

the maximum price per share that may be paid for any such shares is not more than the higher of:

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 2025 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.