AGM Information • Jul 20, 2023
AGM Information
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SSE plc (the "Company")
At the Annual General Meeting of SSE pic duly convened and held at the Perth Concert Hall, Mill Street, Perth PH1 5HZ on Thursday, 20 July 2023, 18 Ordinary Resolutions and 4 Special Resolutions were passed including those set out in full text below which require to be submitted to Companies House and the Financial Conduct Authority.
Resolution 18: that the Directors be and are hereby generally and unconditionally authorised in accordance with section 551 of the Companies Act 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, phares in the Company, up to an aggregate nominal amount equal to £181,722,739, Such authority, to apoly until the earlier of the conclusion of the Annual General Meeting 2024 and Close of business on 30 September 2024, except that the Company may pursuant to the authority granted make offers and en on into agreements before such expiry which would, or might, require shares to be allotted or rights to be subscribed for, or convert securities into, shares to be granted after the authority ends, and the Directors may allot shares or grant rights to subscribe for, or convert securities into, shares under any such offer or agreement as if the authority had not expired.
Resolution 19: that, subject to the passing of Resolution 18, the Directors be authorised to allot equity securities (as defined in the Companies Act 2006) for cash under the authority conferred by that Resolution and/or to sell Ordinary Shares held by the Company as Treasury Shares for cash as if section 561 of the Companies Act 2006 did not apply to any such allotment or sale, provided that such, authority shall be limited:
(a) to the allotment of equity securities and sale of Treasury Shares for cash in connection with an offer of, or invitation to apply for, equity securities to or in favour of:
(i) ordinary shareholders in proportion (as nearly as may be practicable) to their respective holdings; and
(ii) 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, record dates, legal, regulatory or practical problems in, or under the laws your contribution territory or any other matter; and
(b) in the case of the authority granted under Resolution 18 and/or in the case of any sale of Treasury Shares, to the allotment of equity securities or sale of Treasury Shares otherwise than under paragraph (a) of this Resolution up to an aggregate nominal amount of £27,258,410 (representing 54,516,820 Ordinary Shares).
Such authority to expire at the Annual General Meeting 2024 or, if earlier, at the close of business on 30 September 2024, 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 Board may allot equity securities (and sell Treasury Shares) under any such offer or agreement as if the authority had not expired.
Resolution 20: that, subject to the passing of Resolution 18, the Directors be authorised, in addition to any authority granted under Resolution 19, to allot equity securities (as defined in the Companies Act any authority granted under Resolution 18 and/or sell Ordinary Shares held by the Company as Treasury Shares for cash as if section 561 of the Companies Act 2006 did not apply to any such allotment or sale, provided such authority shall be:
(a) limited to the allotment of equity securities or sale of Treasury Shares up to an aggregate nominal amount of £27,258,410, (representing 54,516,820 Ordinary Shares); and
annount of 227, 2007 110 (refinancing (or refinancing, if the authority is to be used within 12 months after the original transaction which the Directors determine to be an acquisition, or a specified capital investment of a kind contemplated by the Statement of Principles on Disapplying Pre-Emption Rights published by the Pre-Emption Group in November 2022.
Entiplion Nighto publicition by the Annual General Meeting 2024 or, if earlier, at the close of Ousiness on 30 September 2024, but, in each case, prior to its expiry the Company may make offers band enter into agreements, which would, or might, require equity securities to be allotted (and Treasury and Chier mo agroominents, without we spires and the Board may allot equity securities (and sell Treasury Shares) under any such offer or agreement as if the authority had not expired.
Resolution 21: that the Company be generally and unconditionally authorised for the purposes of section 701 of the Companies Act 2006 to make market purchases (within the meaning of section 693(4) of the Companies Act 2006) of Ordinary Shares of 50 pence each in the Company provided that:
(a) the maximum number of Ordinary Shares authorised to be purchased is 109,033,643;
(b) the minimum price which may be paid for such shares is 50 pence per share which amount shall be exclusive of expenses; and
(c) the maximum price, exclusive of expenses, which may be paid for each such Ordinary Share is the higher of:
might of .
(i) an amount equal to 105% of the middle market quotations for an Ordinary Share in the Company as derived from the London Stock Exchange Daily Official List for the five business days immediately preceding the day on which the share is contracted to be purchased; and
minodiatory probouting the bigher of the price of the last independent trade of an Ordinary Share and the highest current independent bid for n Ordinary Share as derived from the London Stock Exchange Trading System in each case at the time the purchase is agreed.
Such authority shall expire at the earlier of the conclusion of the Annual General Meeting 2024 and close of business on 30 September 2024 (except in relation to a purchase of such shares, the contract for which was concluded before such time and which will or may be executed wholly or partiy after such time and the Company may purchase Ordinary Shares pursuant to any such contract as if the power had not ended).
Resolution 22: that a general meeting of the Company other than an Annual General Meeting may be called on not less than 14 clear days' notice.
By order of the Board
Sally Fairbairn
Company Secretary
Note: Resolution 18 was passed as an Ordinary Resolutions 19 to 22 were passed as Special Resolutions.
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