SSE PLC

AGM Information • Jul 17, 2025

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author: "Zvarikova, Anna"
date: 2025-07-05 01:34:00+00:00
processor: python-docx+mammoth
status: success

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SSE PLC

RESULT OF ANNUAL GENERAL MEETING 2025 AND BOARD COMMITTEE CHANGES

The Annual General Meeting (AGM) of SSE plc was held at the Perth Concert Hall, Mill Street, Perth PH1 5HZ and virtually via a secure online platform on Thursday, 17 July 2025 at 12.30pm. All 24 Resolutions, as set out in the Notice of Annual General Meeting, were passed by shareholders on a poll. The following table shows the votes cast on each resolution.

	VOTES FOR	%	VOTES AGAINST	%	VOTES TOTAL	% of AVAILABLE VOTING RIGHTS*	VOTES WITHHELD
1. Receive the Annual Report and Accounts 2025.	795,681,372	99.91	685,314	0.09	796,366,686	71.97	551,105
2. Approve the Remuneration Report 2025.	783,752,086	98.40	12,772,819	1.60	796,524,905	71.98	391,485
3. Approve the Remuneration Policy 2025.	774,350,767	97.22	22,166,618	2.78	796,517,385	71.98	398,210
4. Conditional on approval of the Remuneration Policy under Resolution 3, to amend the PSP Rules.	787,708,747	98.90	8,740,548	1.10	796,449,295	71.98	467,416
5. Declare a final dividend.	796,616,122	100.00	31,959	0.00	796,648,081	72.00	268,551
6. Re-elect Lady Elish Angiolini.	784,069,526	98.43	12,521,585	1.57	796,591,111	71.99	325,895
7. Re-elect John Bason.	784,329,604	98.46	12,232,125	1.54	796,561,729	71.99	355,277
8. Re-elect Tony Cocker.	784,179,318	98.45	12,384,403	1.55	796,563,721	71.99	353,285
9. Re-elect Debbie Crosbie.	782,742,064	98.26	13,824,446	1.74	796,566,510	71.99	350,200
10. Re-elect Sir John Manzoni.	751,710,135	95.10	38,759,321	4.90	790,469,456	71.44	6,428,497
11. Elect Hixonia Nyasulu.	795,400,709	99.86	1,124,268	0.14	796,524,977	71.98	392,028
12. Re-elect Barry O’Regan.	793,918,752	99.67	2,651,287	0.33	796,570,039	71.99	346,475
13. Re-elect Martin Pibworth.	795,591,815	99.88	992,609	0.12	796,584,424	71.99	332,582
14. Re-elect Melanie Smith.	779,267,270	97.83	17,305,627	2.17	796,572,897	71.99	344,108
15. Re-elect Dame Angela Strank.	783,058,891	98.29	13,601,483	1.71	796,660,374	72.00	256,631
16. Re-elect Maarten Wetselaar.	784,347,965	98.47	12,196,905	1.53	796,544,870	71.99	372,135
17. Re-appoint Ernst & Young LLP as Auditor.	792,649,774	99.97	234,591	0.03	792,884,365	71.66	4,031,828
18. Authorise the Audit Committee to agree the Auditor’s remuneration.	796,408,313	99.98	183,137	0.02	796,591,450	71.99	325,740
19. Receive the Net Zero Transition Report 2025 and reset frequency of voting	704,270,820	97.85	15,485,673	2.15	719,756,493	65.05	77,160,844
20. Authorise the Directors to allot shares.	773,622,467	97.12	22,954,149	2.88	796,576,616	71.99	340,988
21. Special resolution to disapply pre-emption rights: general.	738,172,236	92.68	58,294,640	7.32	796,466,876	71.98	450,128
22. Special resolution to disapply pre-emption rights: specific.	701,010,956	88.02	95,455,566	11.98	796,466,522	71.98	448,817
23. Special resolution to empower the Company to purchase its own Ordinary Shares.	794,151,104	99.76	1,940,098	0.24	796,091,202	71.94	825,801
24. Special resolution to approve 14 days’ notice of general meetings.	759,717,040	95.37	36,863,696	4.63	796,580,736	71.99	336,166

Board changes and Chief Executive exit remuneration arrangements

As announced on 1 November 2024 and 28 March 2025 respectively, we confirm that Helen Mahy and Alistair Phillips-Davies did not seek re-election and retired from the Board at the conclusion of the AGM. Hixonia Nyasulu and Martin Pibworth have assumed the respective roles of Senior Independent Director and Chief Executive.

As required by section 430(2B) of the Companies Act 2006, details of the remuneration payments and related exit terms made to or to be made to Mr. Phillips-Davies in accordance with his employment contract have been published on our website, sse.com.

Board Committee changes

Following the above changes to the Board and a review of Committee membership, the Board, on the Nomination Committee's recommendation, approved the following changes to its Committees, effective after the AGM.

• Hixonia Nyasulu, as previously announced, became a member of the Audit Committee and Safety, Sustainability, Health, and Environment Advisory Committee (SSHEAC).
• Dame Angela Strank, as previously announced in the Annual Report 2025, became Chair of the SSHEAC.
• Martin Pibworth stepped down from the SSHEAC and Energy Markets Risk Committee.
• Tony Cocker stepped down from the SSHEAC.

Notes

1. A vote ‘Withheld’ is not a vote in law and is not counted in the calculation of the proportion of votes ‘For’ and ‘Against’ a resolution.
2. There are 1,111,159,424 ordinary shares of 50 pence each in issue as at 17 July 2025. This figure includes 4,629,915ordinary shares which are held in treasury. Every shareholder has one vote for every ordinary share held. The voting rights on treasury shares are automatically suspended. The total number of voting rights in the Company was 1,106,529,509 as at 17 July 2025.
3. In accordance with UK Listing Rule 6.4.2, copies of the resolutions passed at the AGM, other than resolutions concerning ordinary business, have been submitted to the National Storage Mechanism and will shortly be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism

Enquiries
Investors	SSE Investor Relations	ir@sse.com	Michael Livingston	+44 (0)345 0760 530
Media	SSE Media	media@sse.com	Glenn Barber	+44 (0)345 0760 530
	MHP Group		Oliver Hughes	+44 (0)7885 224 532
			James McFarlane	+44 (0)7854142 665