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The Shareholder Circular.Pdf THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt about the contents of this document or the action you should take, you are recommended to seek your own financial advice as soon as possible from your stockbroker, bank, solicitor, accountant or other appropriate independent financial adviser duly authorised under the Financial Services and Markets Act 2000 (as amended) (FSMA), if you are in the United Kingdom, or, from another appropriately authorised independent professional adviser if you are taking advice in a territory outside the United Kingdom. If you sell or have sold or otherwise transferred all your SSE Shares, please send this document together with the accompanying documents at once to the purchaser or transferee, or to the stockbroker, bank or other agent through whom the sale or transfer was effected for delivery to the purchaser or transferee. However, such documents should not be forwarded or transmitted in or into any jurisdiction in which such act would constitute a violation of the relevant laws in such jurisdiction. If you sell or have sold or otherwise transferred only part of your holding of SSE Shares, you should retain these documents and consult the stockbroker, bank or other agent through whom the sale or transfer was effected. The release, publication or distribution of this document in jurisdictions other than the United Kingdom may be restricted by law and, therefore, any persons who are subject to the laws of any jurisdiction other than the United Kingdom should inform themselves about, and observe, any applicable requirements. This document has been prepared for the purposes of complying with English law and the listing rules of the Financial Conduct Authority (FCA) (the Listing Rules) and the information disclosed may not be the same as that which would have been disclosed if this document had been prepared in accordance with the laws and regulations of any jurisdiction outside of England. SSE PLC (incorporated and registered in Scotland with registered number SC117119) Proposed demerger of SSE Energy Services to ShiftMCo123 Ltd (MergeCo) and combination with Npower Group Limited and Notice of General Meeting This Circular does not constitute or form part of any offer or invitation to purchase, otherwise acquire, subscribe for, sell, otherwise dispose of or issue, or any solicitation of any offer to sell, otherwise dispose of, issue, purchase, otherwise acquire or subscribe for, any security. This Circular does not constitute a prospectus or prospectus equivalent document. The prospectus relating to MergeCo will be published and delivered to SSE Shareholders at a later date. The whole of this document should be read. Your attention, in particular, is drawn to the risk factors set out in Part III (Risk Factors) of this document and the letter from the Chairman of SSE plc that is set out in Part I (Letter from the Chairman of SSE) of this document and which contains a recommendation from the Directors that you vote in favour of the Resolutions to be proposed at the General Meeting. Notice of a General Meeting of SSE plc (SSE) to be held at Perth Concert Hall, Mill Street, Perth, PH1 5HZ at 2.00 p.m. on 19 July 2018 is set out in Part XV (Notice of General Meeting) of this document. The actions to be taken in respect of the General Meeting are set out in paragraph 19 of Part I (Letter from the Chairman of SSE) of this document. Whether or not you intend to attend the General Meeting in person, please complete and sign the Form of Proxy (or appoint a proxy electronically, as referred to in this document) in accordance with the instructions printed on it and return it to SSE’s registrars, Link Asset Services, as soon as possible and, in any event, so as to be received no later than 48 hours (excluding any part of a day that is not a working day) prior to the time appointed for the holding of the General Meeting. Completion and return of a Form of Proxy will not preclude SSE Shareholders from attending and voting in person at the General Meeting, should they so wish. The proposals in this Circular are conditional on, among other things, the approval of Shareholders at the General Meeting. If you are an employee who participates in SSE’s UK Share Incentive Plan, you should sign and complete a Form of Direction (or complete electronically, as referred to in this document) in accordance with the instructions printed on it and return it to SSE’s registrars, Link Asset Services, as soon as possible and, in any event, so as to be received by no later than 2.00 p.m. on Thursday, 12 July 2018. If you have any questions about this document, the General Meeting or on the completion and return of the Form of Proxy or Form of Direction, please call the SSE Shareholder Helpline between 9.00 am and 5.30 pm (UK time) Monday to Friday (except UK public holidays) on +44 (0)345 143 4005. Calls are charged at the standard geographic rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate. Please note that calls may be monitored or recorded and the helpline cannot provide financial, legal or tax advice or advice on the merits of the Transaction (as defined herein). IN ORDER TO FACILITATE THE DISTRIBUTION OF MERGECO SHARES, EACH SSE SHAREHOLDER WILL BE REQUIRED TO REPRESENT, WARRANT AND CONFIRM, IN THE MANNER AND BY THE TIMES DESCRIBED HEREIN, THAT THEY ARE, OR HOLD SSE SHARES ON BEHALF OF, A PERSON WHO EITHER (A) IS LOCATED OUTSIDE THE UNITED STATES OR (B) HAS MADE THE REPRESENTATIONS, WARRANTIES AND CONFIRMATIONS CONTAINED IN PARAGRAPH 5 OF PART XII (FURTHER DETAILS OF THE TRANSACTION) OF THIS CIRCULAR. SSE SHAREHOLDERS WHO DO NOT MAKE THESE REPRESENTATIONS, WARRANTIES AND CONFIRMATIONS MAY BE, AT THE ABSOLUTE DISCRETION OF SSE, DEEMED TO BE INELIGIBLE SHAREHOLDERS. MERGECO SHARES ISSUED TO AN INELIGIBLE SHAREHOLDER MAY BE PLACED IN THE MARKET WITH THE NET PROCEEDS REMITTED TO SUCH SSE SHAREHOLDER. SSE ADR HOLDERS WILL NOT BE ELIGIBLE TO RETAIN MERGECO SHARES (FURTHER EXPLANATION CAN BE FOUND IN PARAGRAPH 6 OF PART XII (IMPORTANT INFORMATION FOR ADR HOLDERS)). Credit Suisse International (Credit Suisse) and Morgan Stanley & Co. International plc (Morgan Stanley), which are each authorised by the Prudential Regulation Authority and regulated in the United Kingdom by the Financial Conduct Authority and the Prudential Regulation Authority, are each acting exclusively for SSE and for no one else in connection with the matters described in this document and will not regard any other person (whether or not a recipient of this document) as a client in connection with the matters described in this document and is not, and will not be, responsible to anyone other than SSE for providing the protections afforded to clients of Credit Suisse or Morgan Stanley nor for providing advice in connection with the matters set out in this document or any transaction, arrangement or other matter referred to in this document. This document is being supplied to you solely for your information and may not be reproduced, redistributed or passed to any other person or published in whole or in part for any purpose. Capitalised terms have the meanings ascribed to them in Part XIV (Definitions) of this document. OVERSEAS SHAREHOLDERS The implications of the Transaction for, and the distribution of this document to, overseas shareholders may be affected by the laws of the relevant jurisdictions in which such overseas shareholders are located. Such overseas shareholders should inform themselves about, and observe, all applicable legal requirements. It is the responsibility of any person into whose possession this document comes to satisfy themselves as to their full observance of the laws of the relevant jurisdiction in connection with the Transaction and the distribution of this document, including the obtaining of any governmental, exchange control or other consents which may be 1 required and/or compliance with other necessary formalities which are required to be observed and the payment of any issue, transfer or other taxes due in such jurisdiction. Overseas shareholders should consult their own legal and tax advisers with respect to the legal and tax consequences of the Transaction in their particular circumstances. The MergeCo Shares have not been and will not be registered under the US Securities Act of 1933, as amended (the Securities Act), or under the securities laws of any state or other jurisdiction of the United States and may not be offered or sold within the United States, except pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States. There will be no public offer of the MergeCo Shares in the United States or elsewhere. The MergeCo Shares have not been approved or disapproved by the US Securities and Exchange Commission, any state securities commission in the United States or any US regulatory authority, nor have any of the foregoing authorities passed upon or endorsed the merits of the offering of the MergeCo Shares or the accuracy or adequacy of this document. Any representation to the contrary is a criminal offence in the United States. AVAILABILITY OF HARD COPIES If you have received this document in electronic form, you may request a hard copy of this document and/or any information incorporated by reference into this document by calling the SSE Shareholder Helpline as outlined on page 4. You may also request that all future documents, announcements and information to be sent to you in relation to the Transaction should be in hard copy form.
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