AMERICAN ELECTRIC POWER COMPANY, INC.
BOARD OF DIRECTORS
UNANIMOUS WRITTEN CONSENT BY DIRECTORS WITHOUT A MEETING
Pursuant to the New York Business Corporation Law, and in lieu of a meeting of the Board of Directors (“Board”) of American Electric Power Company, Inc. (the “Company”) for such purposes, the undersigned, being all of the members of the Board do hereby waive all requirements as to notice of such meeting and hereby take and authorize by unanimous written consent each and all of the following actions:
WHEREAS, the Company must file a new Registration Statement on Form S-3 (“Registration Statement”) for the Company’s Dividend Reinvestment and Stock Purchase Plan due to the loss of its status as a Well-Known Seasoned Issuer effective with the filing of the Company’s Annual Report on Form 10-K on or about February 13, 2025; and
WHEREAS, the Registration Statement will register 10,000,000 shares of the Company’s common stock to meet the anticipated needs of the Plan over the next three years: and
WHEREAS, the Board, after review and with the recommendation of the Finance Committee, hereby approves the following resolutions;
NOW, THEREFORE, BE IT
RESOLVED, that, subject to the Company having available for delivery at each date of issuance a Prospectus with respect to shares of common stock of the Company to be sold pursuant to the Dividend Reinvestment and Direct Share Purchase Plan (the “Plan”) that meets the requirements of Section 10(a) of the Securities Act of 1933, the proper officers of the Company are hereby authorized and directed to cause to be issued to Computershare Trust Company, N.A. (“Computershare”) as agent for participants in the Plan, at such times and in such numbers as may be required to meet the requirements of the Plan, and for such consideration in cash as may be determined from time to time in accordance with the provisions of the Plan, authorized but unissued common stock, par value $6.50 per share of the Company; and further
RESOLVED, that Computershare, as agent for the Company, be and it hereby is authorized, upon receipt of instructions from the proper officers of the Company or American Electric Power Service Corporation to requisition from itself, as Transfer Agent, such shares of common stock of