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SSE PLC

Proxy Solicitation & Information Statement Jun 14, 2012

4710_agm-r_2012-06-14_76bacd94-d890-479b-83f4-c9a03b8fd89a.pdf

Proxy Solicitation & Information Statement

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FOLD HERE

Form of Proxy

Annual General Meeting 2012

EVENT
CODE
BARCODE
HERE
INVESTOR
CODE
See
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ugh
area
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Please mark 'X' to indicate how you wish to vote.
resolution for Against withheld
1. Receive the Report and Accounts
Please read the Guidance notes on the reverse before completing this form. 3. Approve the Remuneration Report
2.
I/We, the undersigned, being a member of SSE plc, hereby appoint the
Chairman of the meeting or (see note 4):
Declare a final dividend
* 4.
5.
Re-appoint Katie Bickerstaffe
Re-appoint Jeremy Beeton FOLD HERE
as my/our proxy to attend, speak and vote for me/us and on my/our behalf
at the Annual General Meeting of SSE plc to be held on 26 July 2012 at the
Bournemouth International Centre, Exeter Road, Bournemouth BH2 5BH
at 12 noon, and at any adjournment thereof.
I/We would like my/our proxy to vote on the resolutions proposed at
the meeting as indicated on this form. Unless otherwise instructed the
proxy may vote as he or she sees fit or abstain in relation to any business
of the meeting.
Re-appoint Lord Smith of Kelvin
6.
7.
Re-appoint Ian Marchant
Re-appoint Gregor Alexander
8.
Re-appoint Alistair Phillips-Davies
9.
* Insert number of shares where relevant (see note 4). 10. Re-appoint Lady Rice
To assist with arrangements, if you intend attending
the meeting in person please place an 'X' in this box:
11. Re-appoint Richard Gillingwater
12. Re-appoint Thomas Thune Andersen
13. Re-appoint KPMG Audit Plc as Auditors
Signature 14. Authorise the Directors to determine
the Auditors' remuneration
15. Authorise allotment of shares
Date 16. Special resolution to disapply
pre-emption rights
Alternatively you can lodge your proxy using
the internet – see note 9. You will need your
Investor Code printed on the front of this form.
17. Special resolution to empower the
Company to purchase its own
Ordinary Shares
To view the Annual Report 2012 and Notice
of Annual General Meeting 2012 online go
to the following website: www.sse.com.
18. Special resolution to approve 14 days'
notice of general meetings

Please detach prior to posting

Attendance card Annual General Meeting 2012

The AGM is to be held at the Bournemouth International Centre, Exeter Road, Bournemouth BH2 5BH at 12 noon on 26 July 2012. If you wish to attend the AGM in person, please sign this card and bring it to the AGM as it will authenticate your right to attend, speak and vote as a shareholder. If you intend to appoint a person other than the Chairman to act as a proxy, then the person you appoint as a proxy should sign this card and bring it to the AGM to facilitate his or her admission.

BARCODE HERE

INVESTOR CODE

Signature of shareholder/proxy attending*

* Delete whichever is not applicable

Please bring this card to the annual general meeting

Guidance notes

    1. The full text of each resolution is set out in the Notice of Annual General Meeting 2012 which can be found in the separate shareholder circular or alternatively on the SSE website at www.sse.com.
    1. To be valid, all voting instructions must be received by the Company's Registrar not later than 12 noon on 24 July 2012.
    1. Pursuant to Regulation 41 of the Uncertificated Securities Regulations 2001 and section 360B(2) of the Companies Act 2006, entitlement to attend and vote at the meeting and the number of votes which may be cast thereat will be determined by reference to the Register of Members of the Company as at 6pm (BST) on 24 July 2012. Changes to entries on the Register of Members after that time shall be disregarded in determining the rights of any person to attend and vote at the meeting.
    1. You are entitled to appoint a proxy or proxies, who need not be an SSE shareholder or the Chairman of the meeting, to exercise all or any of your rights, to attend, speak and vote. You may appoint more than one proxy, provided that each proxy is appointed in respect of a different share or shares. If you wish to appoint a person other than the Chairman, please insert the name of your chosen proxy holder in the space provided. If the proxy is being appointed in relation to less than your full voting entitlement, please enter in the box next to the proxy holder's name the number of shares in relation to which they are authorised to act as your proxy. If left blank your proxy will be deemed to be authorised in respect of your full voting entitlement. If you appoint more than one proxy, additional proxy form(s) may be obtained by contacting the Company's Registrar's helpline on 0845 143 4005 (calls cost 7p per minute plus network extras, lines are open Monday to Friday 9.00am to 5.30pm), or you may photocopy this form. All forms must be signed and should be returned together in the same envelope.
    1. Place an 'X' in one box only for each resolution. Votes 'withheld' are not votes in law and will not be counted in the calculation of the votes 'for' or 'against' a resolution.
    1. A corporation may appoint more than one corporate representative. A corporation's form of proxy must be executed under the common seal, if any, or signed by a duly authorised officer (stating the officer's capacity).
    1. In the case of joint holders, any one holder may sign the form. The vote of the senior joint holder who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the votes of the other joint holders and for this purpose seniority will be determined by the order in which the names stand in the Register of Members in respect of the joint holding.
    1. The completed and signed Form of Proxy (together with any power of attorney or other authority under which it is signed or a notarially certified copy thereof) must be returned to the Company's Registrar, Capita Registrars, 34 Beckenham Road, Beckenham BR3 4TU no later than 48 hours prior to the AGM.
    1. You can submit your Form of Proxy electronically by accessing our website www.sse.com and clicking on the 'AGM 2012' link on the homepage. Electronic facilities are available to all shareholders and those who use them will not be disadvantaged. Before you can submit your Form of Proxy via the internet you will be asked to agree to certain terms and conditions. You will require your Investor Code (IVC) printed on the front of this form to log in. On receipt of your vote you will be issued with a transaction reference number.

If you submit your Form of Proxy via the internet it should reach the Registrar by 12 noon on 24 July 2012 (48 hours prior to the AGM). Should you complete your Form of Proxy electronically and then post a hard copy, the form that arrives last will be counted to the exclusion of instructions received earlier, whether electronic or postal. Please see the terms and conditions of the service on the website.

    1. To appoint one or more proxies or to give an instruction to a proxy (whether previously appointed or otherwise) via the CREST system, CREST messages must be received by the issuer's agent (ID Number RA10) not later than 48 hours before the time appointed for holding the meeting. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp generated by the CREST system) from which the issuer's agent is able to retrieve the message. The Company may treat as invalid a proxy appointment sent by CREST in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.
    1. The completion and return of this form will not preclude a member from attending the meeting and voting in person.
    1. Kindly note: This form is issued only to the addressee(s) and is specific to the unique designated account printed hereon. This personalised form is not transferable between different (i) account holders; or (ii) uniquely designated accounts. Neither SSE plc nor Capita Registrars accepts any liability for any instruction that does not comply with these conditions.

Location map

Bournemouth International Centre, Exeter Road, Bournemouth BH2 5BH

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