National Grid : 7 June 2022 - Notice of 2022 Annual General Meeting

Notice of

2022 Annual

General Meeting

Bring energy to life

This document is important and requires your immediate attention.

The 2022 Annual General Meeting of National Grid plc (the 'Company') will be held at 10.00am on Monday,

11 July 2022 at Royal Lancaster London, Lancaster Terrace, London, W2 2TY and electronically via an electronic meeting platform.

If you are in any doubt as to any aspect of the proposals referred to in this document, or about the action you should take, you should seek your own advice from an independent professional advisor. If you have sold or otherwise transferred all your shares in the Company, you should pass this document, together with the accompanying documents (except any personalised form of proxy), to the person who arranged the sale or transfer so these may be passed to the purchaser or transferee.

Letter from the Chair

Dear shareholder,

I am pleased to invite you to the Company's 2022 Annual General Meeting ('AGM' or the 'Meeting'), which will be held at 10.00am on Monday, 11 July 2022 at Royal Lancaster London, Lancaster Terrace, London, W2 2TY and via an electronic meeting platform.

Hybrid AGM arrangements

Last year, shareholders overwhelmingly approved changes to the Company's articles of association ('Articles') which enable us to hold AGMs electronically as well as in person. Between the desire of many to avoid travelling, particularly using public transport, and a heightened consciousness about transmission of viruses, it only made sense to offer an electronic option. While we welcome shareholders either way, we do believe that taking questions electronically enhances our ability to communicate with you.

The AGM will be broadcast live on the electronic meeting platform and shareholders who choose to attend electronically will be able to watch proceedings, ask questions and vote during the Meeting. Details on how to access the electronic meeting platform may be found on page 16.

COVID-19

At the time of writing, there are no UK government restrictions on public gatherings, and shareholders are invited to attend the AGM in person. We continue to be mindful of the health and safety of our colleagues and shareholders and ask that you do not attend the AGM in person if you have any symptoms of COVID-19, or have recently been in contact with anyone who has tested positive.

In the event that we need to adapt our AGM arrangements at short notice, we will notify shareholders via the issuance of a Regulatory News Service announcement to the London Stock Exchange and on our website.

Voting

Your vote is important. If you are unable to attend the AGM either electronically, or in person, we urge you to submit your voting instructions in advance of the Meeting by appointing a proxy. Information about how and when to submit your proxy instructions can be found on page 17.

If the Chair of the AGM is appointed as proxy, they will vote in accordance with any instructions you have given. If the Chair of the AGM is given discretion as to how to vote, they will vote in line with the Board's recommendation on each of the resolutions.

Asking questions

The views of our shareholders are important to us and the AGM offers

a valuable opportunity for shareholders to ask questions on the business of the Meeting. Information about how to do so is on pages 16 and 17.

To enable us to answer as many questions as possible during the Meeting, we would appreciate you taking the time to pre-register your questions in advance of the Meeting on the electronic meeting platform (the link to the platform is on page 3). Questions may be registered from 10.00am on Monday, 27 June 2022 until 10.00am on Thursday, 7 July 2022.

We will endeavour to answer as many questions as possible during the Meeting and will make the answers, which may be grouped in themes, available on our website.

Business of the meeting

The official business of the Meeting is set out on pages 4 and 5. There are three items I would draw to your attention:

Climate Transition Plan

We recognise the vital role the Company has in the energy transition. The Company has been working on an ambitious plan to reach net zero by 2050. As announced on 15 March 2021, the Company is seeking non-binding advisory shareholder approval for our Climate Transition Plan (the 'CTP') at this year's AGM. The CTP sets out our challenging greenhouse gas emissions targets and our pathway to becoming a net zero business by 2050. Further details are set out in the explanatory note to resolution 19 on page 13 and the CTP is available to view online (link on page 3).

We originally proposed to bring an advisory resolution on our CTP reporting to shareholders every year. However, we recognise that our goals will not change with that frequency. We intend to publish our progress towards net zero every year and we propose to put our CTP before shareholders again for an advisory vote no later than 2025.

On 7 June 2022, we will publish our Responsible Business Report and you can read more on our commitments and targets in this report (link on page 3).

Remuneration Policy

Over the past year, we have consulted widely with our largest shareholders on proposals for our Directors' Remuneration Policy ('Remuneration Policy'), which is due for its triennial shareholder approval at the AGM.

We are proposing some changes to the Remuneration Policy this year, to expand our focus on environmental, social and governance ('ESG') measures in the Annual Performance Plan ('APP') and further align the Long Term Performance Plan ('LTPP') with commitments in our Responsible Business Report. The Board believes that the amended Remuneration Policy offers greater strategic flexibility and alignment with the Company's strategy. Further detail about the changes is in the explanatory note to resolution 17 on page 13.

The Remuneration Policy is set out on pages 124 to 128 (inclusive) of the Annual Report.

02	National Grid plc Notice of 2022 Annual General Meeting

Director changes

In line with the UK Corporate Governance Code (the 'Code'), the Board believes that Non-executive Directors should generally stay in role no longer than nine years. However, the People & Governance Committee (formerly the Nominations Committee) may determine that, on occasion, it is in the Company's best interests for a Director with particular skills, knowledge and experience to stay beyond the nine-year term.

As proposed by the Board last year, Jonathan Dawson remained on the Board for several months beyond the end of his nine-year tenure in March 2022 to support the development of the Remuneration Policy, alongside the new Remuneration Committee Chair, Ian Livingston, allowing for

a smooth handover. Jonathan Dawson will retire at the AGM and will not be seeking re-election.Non-executive Director, Amanda Mesler, will also leave the Board at the AGM.

As part of the Board refreshment this year we have recruited a number of new Non-executive Directors. Ian Livingston, Iain Mackay, Anne Robinson, Tony Wood and Martha Wyrsch will each stand for election for the first time at the AGM.

In accordance with the Code, all Directors will stand for election or re-election to the Board at the AGM. The biographies, skills and competencies of all Directors seeking election or re-election are set out

in the explanations to resolutions 3 to 14 on pages 7 to 12, together with a statement setting out each Director's contributions and reasons for the Board's recommendation.

Recommendation

Your Board believes that the resolutions contained in this Notice of AGM are in the best interests of the Company and its stakeholders as a whole. Accordingly, the Directors unanimously recommend that you vote in favour of all resolutions, as they intend to do so in respect of their own holdings.

I would like to thank you, on behalf of the Board, for your continued support of National Grid. I look forward to welcoming you to the AGM either in person or electronically.

Yours sincerely,

Paula Rosput Reynolds

Chair

Contents

Letter from the Chair	2
Notice of AGM
Resolutions	4
Explanation of resolutions	6
Shareholder information	16
Attending the AGM electronically	16
Attending the AGM in person	16
Other information	18
Glossary	19

Attending the AGM:

The AGM will be held at 10.00am on Monday, 11 July 2022 at Royal Lancaster London, and via an electronic meeting platform.

You can access the Meeting via the electronic meeting platform from 9.00am on Monday, 11 July 2022, by visiting the website, or scanning the QR code, in the box below.

Pre-submit your questions:

You can use the same code and website link to pre-submit questions ahead of the Meeting from 10.00am on Monday, 27 June 2022 until 10.00am on Thursday, 7 July 2022. See page 16 for more information.

Appointing a proxy:

If you choose to appoint a proxy, notice of the appointment must reach the Company's registrar, Equiniti, by 10.00am on Thursday 7 July 2022. See page 17 for how to appoint a proxy.

Health notice:

Please do not attend the AGM in person if you have any symptoms of COVID-19, or have recently been in contact with anyone who has tested positive.

Troubleshooting:

If you experience any difficulties accessing the electronic meeting platform, please contact Equiniti by emailing [e-mail] stating your full name, postcode and SRN.

Website links

To pre-submit questions and to access the AGM electronically, use the following link, or scan the QR code here:

web.lumiagm.com/168-946-273

You can view the documents referenced in this Notice of AGM, including the Annual Report, Climate Transition Plan and Responsible Business Report, by scanning the following QR code, or on the website below:

nationalgrid.com/investors/resources

National Grid plc Notice of 2022 Annual General Meeting

03

Resolutions

The AGM will consider the following resolutions, of which resolutions 1 to 23 (inclusive) will be proposed as ordinary resolutions, and resolutions 24 to 27 (inclusive) will be proposed as special resolutions.

Ordinary resolutions

Report and accounts

1. To receive the Company's accounts for the year ended 31 March 2022, together with the Directors' Reports and the Auditor's Report on the accounts (altogether the 'Annual Report').

Final dividend

2. To declare a final dividend of 33.76 pence per ordinary share

(US$2.0929) per American Depositary Share ('ADS') for the financial year ended 31 March 2022.

Election and re-election of Directors

1. To re-elect Paula Rosput Reynolds as a Director of the Company.
2. To re-elect John Pettigrew as a Director of the Company.
3. To re-elect Andy Agg as a Director of the Company.
4. To re-elect Thérèse Esperdy as a Director of the Company.
5. To re-elect Liz Hewitt as a Director of the Company.
6. To elect Ian Livingston as a Director of the Company.
7. To elect Iain Mackay as a Director of the Company.

10.To elect Anne Robinson as a Director of the Company.

11.To re-elect Earl Shipp as a Director of the Company.

12.To re-elect Jonathan Silver as a Director of the Company.

13.To elect Tony Wood as a Director of the Company.

14.To elect Martha Wyrsch as a Director of the Company.

Auditor re-appointment and remuneration

15.To re-appoint Deloitte LLP as the Company's auditor until the conclusion of the next general meeting at which accounts are laid.

16.To authorise the Audit & Risk Committee of the Board to set the auditor's remuneration.

Directors' Remuneration Policy and Report

17.To approve the Directors' Remuneration Policy set out on pages 124 to 128 (inclusive) in the Annual Report.

18.To approve the Directors' Remuneration Report on pages 108 to 131 (excluding the Directors' Remuneration Policy set out on pages 124 to 128 (inclusive)) in the Annual Report.

Climate Transition Plan

19.To approve the Climate Transition Plan.

Political donations

20.To authorise the Company and those companies which are subsidiaries of the Company at any time during the period for which this resolution has effect for the purposes of Part 14 of the Companies Act 2006 (the '2006 Act'):

1. to make political donations to political parties, and/or independent election candidates not exceeding £125,000 in aggregate;

1. to make political donations to political organisations other than political parties, not exceeding £125,000 in aggregate; and
2. to incur political expenditure, not exceeding £125,000 in aggregate provided that the aggregate amount of any such donations and expenditure shall not exceed £125,000 during the period commencing on the date of passing of this resolution and ending at the earlier of the close of the next annual general meeting or 30 September 2023.

Words and expressions defined for the purpose of the 2006 Act shall have the same meaning in this resolution.

Directors' authority to allot shares

21.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 £151,110,832.

This authority shall expire at the earlier of the close of the next annual general meeting or 30 September 2023 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.

Scrip Dividend Scheme

22.To authorise the Directors, in accordance with the Articles, to offer the holders of ordinary shares in the Company, to the extent and in the manner determined by the Directors, the right to elect to receive new ordinary shares (credited as fully paid) instead of cash, in respect of all or part of any dividend which may be declared or paid in the period prior to the conclusion of the annual general meeting to be held

in 2025.

23.Subject to the passing of resolution 22, to authorise the Directors, in accordance with the Articles, to capitalise the appropriate nominal amounts of new shares of the Company allotted pursuant to the Company's Scrip Dividend Scheme out of the sums standing to the credit of any reserve or account of the Company.

Special resolutions

Disapplication of pre-emption rights

24.Subject to the passing of resolution 21, 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:

1. any such allotment or sale in connection with a pre-emptive offer; and
2. any such allotment or sale, otherwise than pursuant to
   a pre-emptive offer, of equity securities up to an aggregate nominal amount of £22,666,624.

This authority shall expire at the earlier of the close of the next annual general meeting or 30 September 2023 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.

04	National Grid plc Notice of 2022 Annual General Meeting

25.Subject to the passing of resolution 21, and in addition to any authority granted under resolution 24, 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:

1. limited to the allotment of equity securities or sale of treasury shares up to an aggregate nominal amount of £22,666,624; and
2. 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 most recently published by the Pre-Emption Group prior to the date of this notice.

This authority shall expire at the earlier of the close of the next annual general meeting or 30 September 2023 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

26.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:

1. the maximum number of ordinary shares that may be acquired is 364,670,529 being 10% of the Company's issued share capital (excluding treasury shares) as at 18 May 2022;
2. the minimum price per ordinary share that may be paid for any such shares is 12 204/473 pence; and
3. the maximum price per share that may be paid for any such shares is not more than the higher of:
4. 1. 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
   2. 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 2023 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

27.To authorise the Directors, in accordance with the Articles, to call a general meeting of the Company, other than an annual general meeting, on not less than 14 clear days' notice.

On behalf of the Board

Justine Campbell

Group General Counsel & Company Secretary

18 May 2022

National Grid plc

Registered Office: 1-3 Strand, London WC2N 5EH

Registered in England and Wales No. 4031152

National Grid plc Notice of 2022 Annual General Meeting

05