CONSUMERS ENERGY CO

PROPOSAL 4:

APPROVE AN AMENDMENT TO THE CMS RESTATED ARTICLES OF INCORPORATION INCREASING THE NUMBER OF AUTHORIZED SHARES OF CMS COMMON STOCK FROM 350 MILLION SHARES TO 700 MILLION SHARES

The CMS Board has unanimously approved and recommends that shareholders approve an amendment to our Restated Articles of Incorporation to increase the number of authorized shares of CMS Common Stock, par value $.01 per share ("Common Stock"), from 350 million shares to 700 million shares. The authorized number of shares of our preferred stock, par value $.01 per share, will remain at 10 million. Therefore, as a result of the proposed amendment, our total authorized capital stock will increase from 360 million shares to 710 million shares. Specifically, the CMS Board recommends that the first paragraph of Article III of the Corporation's Restated Articles of Incorporation should be amended to read as follows:

The total number of shares of all classes of stock which the Corporation shall have authority to issue is 710,000,000, of which 10,000,000 shares, par value $.01 per share, are of a class designated Preferred Stock (“Preferred Stock”), and 700,000,000 shares, par value $.01 per share, are of a class designated Common Stock (“Common Stock”).

As of March 10, 2026, of the 350 million shares of CMS Common Stock authorized for issuance:

•approximately 308 million shares were outstanding;

•approximately 27 million shares were reserved for issuance upon conversion of our outstanding convertible securities;

•approximately 5 million shares were reserved for issuance under our employee benefit and shareholder stock purchase plans; and

•approximately 8 million shares were reserved for issuance under our equity distribution agreement.

Accordingly, there are approximately 2 million authorized shares of CMS Common Stock available for future issuances of any type. The CMS Board believes that it is prudent to approve the proposed increase in authorized Common Stock in order to provide the flexibility necessary to issue additional shares of CMS Common Stock as needed for general corporate purposes. In particular, the proposed increase is requested to make available sufficient shares for possible future stock splits, stock dividends, employee benefit and shareholder stock purchase plans issuances, equity and equity-linked financings, acquisitions and other general corporate purposes.

We do not currently have any specific transaction or plan that requires an increase in the number of authorized shares of CMS Common Stock. Authorized but unissued shares of CMS Common Stock may be issued at such time, for such purposes, and for such consideration as the CMS Board may determine without the requirement of further action by shareholders, except as required by applicable corporate law, stock exchange policies or our Restated Articles of Incorporation.

We have not proposed the increase in the authorized number of shares of CMS Common Stock with the intention of using the additional shares for anti-takeover purposes, although an issuance of additional shares could, in certain circumstances, make an attempt to acquire control of CMS more difficult. We are not at this time aware of any such attempts and we are not proposing this increase in response to any third-party effort to acquire control of CMS.

The adoption of the proposed amendment to the CMS Restated Articles of Incorporation to increase the number of authorized shares of CMS Common Stock from 350 million shares to 700 million requires a majority vote of the outstanding shares of CMS Common Stock. Thereafter, it will become effective upon filing a Certificate of Amendment with the Secretary of State of the State of Michigan, which we would make promptly after the Annual Meeting.

The CMS Board unanimously recommends that CMS shareholders vote to approve the Proposed Amendment to increase the number of authorized shares of CMS Common Stock.

PROPOSAL 5:

APPROVE AN AMENDMENT TO THE CMS RESTATED ARTICLES OF INCORPORATION TO ALLOW SHAREHOLDERS TO CALL A SPECIAL MEETING

Currently, the CMS Restated Articles of Incorporation (“CMS Articles”) state that special meetings of the shareholders may be called only by the Board or the Chairman of the Board. This ensures that the interests of all shareholders are fully protected, particularly minority shareholders. However, the CMS Board has been mindful of the ongoing corporate governance developments and debates regarding the ability of shareholders to call a special meeting and has examined this issue, including the results of last year’s shareholder vote on a non-binding proposal to provide the right for shareholders to call a special meeting at a 10% ownership threshold. The CMS Board, taking into account the recommendation of the Governance Committee, considered the advantages and disadvantages of allowing shareholders to call a special meeting. The CMS Board also considered that, even with the ability of shareholders to call a special meeting, CMS has appropriate safeguards in its governance structure to protect the interests of all shareholders. After balancing these considerations, the CMS Board has determined that it is in the best interests of CMS and its shareholders to amend the CMS Articles to allow shareholders to call a special meeting.

Consequently, the CMS Board recommends that Article V of the CMS Articles be amended to allow shareholders of 10% of the outstanding shares entitled to vote thereon to call a special meeting (“Proposed Amendment”). The text of the Proposed Amendment of Article V, marked to show the changes from the current Article V is as follows:

ARTICLE V

Special meetings of the shareholders may be called only by the Board of Directors, or by the Chairman of the Board, or shareholders entitled to cast at least 10% of the outstanding shares entitled to vote thereon. The procedure to be followed by shareholders in calling a special meeting and the methodology for determining the percentage of votes entitled to be cast by the shareholders seeking to call a special meeting (including without limitation any minimum holding periods or other limitations or conditions) shall be as set forth in the bylaws of the Corporation.

The Proposed Amendment to allow shareholders to call a special meeting will be approved if a majority of the outstanding shares entitled to vote as of the Record Date are voted in favor of the Proposed Amendment. Thereafter, it will become effective upon filing a Certificate of Amendment with the Secretary of State of the State of Michigan, which we would make promptly after the Annual Meeting. If the Proposed Amendment is approved by our shareholders, the CMS Board intends to approve corresponding amendments to our Bylaws. The proposed special meeting Bylaw amendments are contemplated to include customary procedural requirements.

The CMS Board recommends that CMS shareholders vote to approve the Proposed Amendment to allow shareholders to call a special meeting in the CMS Articles of Incorporation.