UNITED UTILITIES GROUP PLC

RESOLUTIONS PASSED

22 JULY 2022

At the annual general meeting held on 22 July 2022, at Edwardian Manchester Radisson Hotel, Free Trade Hall, Peter Street, Manchester M2 5GP the following resolutions were duly passed.  Resolutions 16, 17, 21 and 23 were passed as ordinary resolutions and resolutions 18 to 20 and 22 as special resolutions.

Resolution 16: climate-related financial disclosures

That the company's climate-related financial disclosures for 2022 set out on pages 86 to 94 of the annual report and financial statements for the year ended 31 March 2022 be approved.

Resolution 17: authorising the directors to allot shares

That the board be generally and unconditionally authorised to allot ordinary shares pursuant to section 551 of the Companies Act 2006 (the Act) in the company and to grant rights to subscribe for or convert any security into ordinary shares in the company:

(A)  up to a nominal amount of £11,364,806 (such amount to be reduced by any allotments or grants made under paragraph (B) below in excess of such sum); and

(B)  comprising equity securities (as defined in section 560(1) of the Act) up to a nominal amount of £22,729,613 (such amount to be reduced by any allotments or grants made under paragraph (A) above) in connection with an offer by way of a rights issue:

(i)         to ordinary shareholders in proportion (as nearly as may be practicable) to their existing holdings; and

(ii)         to holders of other equity securities as required by the rights of those securities or as the board otherwise considers necessary,

and so that the board may impose any limits or restrictions and make any arrangements which it considers necessary or appropriate to deal with treasury shares, fractional entitlements, record dates, legal, regulatory or practical problems in, or under the laws of, any territory or any other matter, such power to apply until the end of the 2023 annual general meeting of the company, or, if earlier, 1 October 2023 but, in each case, during this period the company may make offers and enter into agreements which would, or might, require shares to be allotted or rights to subscribe for or convert securities into shares to be granted after the authority ends and the board may allot shares or grant rights to subscribe for or convert securities into shares under any such offer or agreement as if the authority had not ended. All authorities vested in the board on the date of the notice of this meeting to allot shares or grant rights that remain unexercised at the commencement of this meeting are revoked.

Resolution 18: general power to disapply statutory pre-emption rights

That, if resolution 17 is passed, the board be given the power to allot equity securities (as defined in the Companies Act 2006 (the Act)) for cash under the authority given by that resolution and/or to sell ordinary shares of five pence each held by the company as treasury shares for cash as if section 561 of the Act did not apply to any such allotment or sale, such power to be limited:

(A)  to the allotment of equity securities and sale of treasury shares for cash

in connection with an offer of, or invitation to apply for, equity securities (but in the case of the authority granted under paragraph (B) of resolution 17, by way of a rights issue only):

(i)     ordinary shareholders in proportion (as nearly as may be practicable) to their existing holdings; and

(ii)    to holders of other equity securities, as required by the rights of those securities or, as the board otherwise considers necessary,

and so that the board may impose any limits or restrictions and make any arrangements which it considers necessary or appropriate to deal with treasury shares, fractional entitlements, record dates, legal, regulatory or practical problems in, or under the laws of, any territory or any other matter; and

(B)  in the case of the authority granted under paragraph (A) of resolution 17 and/or in the case of any sale of treasury shares for cash, to the allotment (otherwise than under paragraph (A) above) of equity securities or sale of treasury shares up to a nominal amount of £1,704,721, such power to apply until the end of the 2023 annual general meeting of the company or, if earlier, 1 October 2023 but, in each case, during this period the company may make offers and enter into agreements which would, or might, require equity securities to be allotted (and treasury shares to be sold) after the power ends and the board may allot equity securities (and sell treasury shares) under any such offer or agreement as if the power had not ended.

Resolution 19 specific power to disapply pre-emption rights in connection with an acquisition or specified capital investment

That, if resolution 17 is passed, the board be given the power, in addition to any power granted, under resolution 18 to allot equity securities (as defined in the Companies Act 2006 (the Act)) for cash under the authority granted under paragraph (A) of resolution 17 and/or to sell ordinary shares held by the company as treasury shares for cash as if section 561 of the Act did not apply to any such allotment or sale, such power to be:

(A)  limited to the allotment of equity securities or sale of treasury shares up to a nominal amount of £1,704,721; and

(B)  used only for the purposes of financing a transaction which the board of the company determines 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 or for the purposes of refinancing such a transaction within six months of its taking place,

     such power to apply until the end of the 2023 annual general meeting of the company or, if earlier, 1 October 2023 but, in each case, during this period the company may make offers, and enter into agreements, which would, or might, require equity securities to be allotted (and treasury shares to be sold) after the power ends and the board may allot equity securities (and sell treasury shares) under any such offer or agreement as if the power had not ended.

Resolution 20: authorising the company to make market purchases of its own shares

That the company be generally and unconditionally authorised for the purposes of section 701 of the Companies Act 2006 (the Act) to make one or more market purchases (as defined in section 693(4) of the Act) of its ordinary shares of five pence each, such power to be limited:

(A)  to a maximum aggregate number of 68,188,841 ordinary shares of five pence each; and

(B)  by the condition that the minimum price which may be paid for an ordinary share is the nominal amount of that share and the maximum price which may be paid for an ordinary share is the higher of:

(i)         an amount equal to 5 per cent above the middle market value of an ordinary share (as derived from the London Stock Exchange plc's Daily Official List) for the five business days immediately preceding the day on which that ordinary share is contracted to be purchased; and

(ii)         the higher of (i) the price of the last independent trade of an ordinary share; and (ii) the highest current independent bid for an ordinary share on the trading venues where the purchase is carried out,

   in each case, exclusive of expenses, such power to apply until the end of the 2023 annual general meeting of the company or, if earlier, 1 October 2023. The company may enter into a contract to purchase ordinary shares which will or may be completed or executed wholly or partly after the power ends and the company may purchase ordinary shares pursuant to any such contract as if the power had not ended.

Resolution 21: United Utilities Group PLC Long Term Plan 2022

That the directors of the Company be, and are hereby authorised:

(i) to adopt and establish the United Utilities Group PLC Long Term Plan 2022, the principal Terms of which are summarised in Appendix 1 to this notice of meeting, and the rules of which are produced to this meeting and, for the purpose of identification only, initialled by the Chair of the meeting, and to do all such acts and things which they may consider necessary or desirable to establish and carry it into effect; and

(ii) to establish further plans based on the United Utilities Group PLC Long Term Plan 2022 but modified to take account of local tax, exchange control or securities laws in overseas territories, provided that any shares made available under such plans are treated as counting against any limits on individual or overall participation contained within the United Utilities Group PLC Long Term Plan 2022.

Resolution 22: notice of general meeting

That a general meeting other than an annual general meeting may be called on not less than 14 clear days' notice.

Resolution 23: authorising political donations and political expenditure

That, in accordance with Part 14 of the Companies Act 2006 (the Act), the company and each company which is or becomes a subsidiary of the company at any time during the period for which this resolution has effect, be and are hereby authorised:

(A)  To make political donations to political parties and/or independent election candidates;

(B)  to make political donations to political organisations other than political parties; and

(C)  to incur political expenditure;

in each case during the period beginning with the date of the passing of this resolution and ending on the conclusion of the 2023 annual general meeting of the company or, if earlier, 1 October 2023. In any event, the aggregate amount of political donations and political expenditure made or incurred by the company and its subsidiaries pursuant to this resolution shall not exceed £50,000. For the purposes of this resolution the terms 'political donations', 'independent election candidates', 'political organisations', 'political expenditure' and  'political parties' have the meanings set out in sections 363 to 365 of the Act.