ELECTION AGENT AGREEMENTElection Agent Agreement • May 22nd, 2006 • Scottish Power PLC • Electric, gas & sanitary services • New York
Scottish Power plc (the “Company”) proposes to return £2.25 billion (approximately $3.9 billion) of the net proceeds from the sale of PacifiCorp to the holders of its existing ordinary shares, par value 50 pence each (the “Old Shares”) and the holders of its existing American Depositary Shares (the “Existing ADSs”), each representing four Old Shares. The Company proposes to return the cash following a reclassification (the “Reclassification”) of one in every three Old Shares per holding into one non-cumulative preference B share (the “B Shares”) after which, the remaining Old Shares will be subdivided and consolidated (the “Share Capital Consolidation”) into new ordinary shares (the “New Shares” and, together with the B Shares, the “Shares”). Holders of B Shares will be able to choose between one or more of three alternatives to receive their cash (the “B Share Alternatives”): (i) a single dividend (the “Single B Share Dividend”) of approximately £3.60 per B Share, following which such
