United Utilities Group PLC

Proxy Solicitation & Information Statement • Jun 18, 2015

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N Voting ID Task ID Shareholder ref. no. E I/We hereby appoint the chairman of the meeting or: name multiple number of of proxy proxies shares to act as my/our proxy at the company's annual general meeting to be held at the Lowry Hotel, 50 Dearmans Place, Chapel Wharf, Manchester, M3 5LH at 11.00 am on Friday 24 July 2015 and at any adjournment. Please refer to the notice of annual general meeting for the full text of the resolutions. This personalised proxy form is not transferable and should be	E et ha ed dir or dir p p ve th es ct an d t ec de r ion ing di n t ec ap or ec G er d t to is d 3 hr re re on he to to ro r ad or ou he po 1 M po ct ch r r up din re mi Fr gh int or rt P air ar id po ss a s' ary (ot ed LC ch ay M ma ion re rts m sh he 20 24 , F gu fo n o ca ult r ar rid 15 lat Ju r e f t rd ip ay or le ly , b he 2 y n pr rin 20 m 4 J Fo ox
disregarded if you have sold your shareholding.	ew g i ee 15 uly r ies t w s s tin at 2 , y
Resolutions For Against Withheld	er g o ith th 01 Ag ou vic yo r o e 5 m ain e a
1 To receive the financial statements and the reports for the year ended 31 March 2015	Lo ne u t ay Pr nd st of w o t gi ox W ry w
M 2 To declare a final dividend of 25.14p per ordinary share I 3 To approve the directors' remuneration report (other than the part containing the abridged directors' remuneration policy) for the year ended 31 March 2015	I C th ve he y H ill ith ph e o m als ot ee he th ot el o b tin er oc ld
C 4 To reappoint Dr John McAdam as a director	, 5 di e m g, op 0 re an ies ad
5 To reappoint Steve Mogford as a director	De ct Re d p 18 17 16 15 14 13 12 11 10 to e a or ar so re
6 To reappoint Dr Catherine Bell as a director	E yo s) va m To To To To To th To To To To no of lut Pl of bla Pl PO se ple an ila ur it e a au au au di au au re re re t le ea an ea nt io LL ck
7 To elect Stephen Carter as a director	ble s o s P pr as sa ud ap ap ap it th th th th th se se ns ss nu in CA ox wn pp e t at on or or or or or ha m ito po po po th la al k l
8 To reappoint Mark Clare as a director 9 To reappoint Russ Houlden as a director	y h ise ise sh ise ly ise ise RD ick th int int int ce r's ar th an nd ge ike st old po th th th re th ar k t 14 K Sa B FO th e r , C th e c ne at th
E 10 To reappoint Brian May as a director	es PM ria e d e c e d e a mu eg lit he er e b w ra e f ra ha ut om R U is n M ica a s. om ud l m ist or ire or ire G ne W or ox pe pa
11 To reappoint Sara Weller as a director	pp SE y p LL kin ell it c l d rat ct ct ra ay m ee m pa x l W ny P a er ro AT tio on or or g d re as in ny om tin ar ion an s t s t pr
12 To reappoint KPMG LLP as the auditor	's w -e as at ha AT to s t ke TH n d a ay g f mi d s iat mp ion o c o a a eb dir he TH d ' rf m s' n es tte or E M dir ign e all llo pr
P 13 To authorise the audit committee of the board to set the auditor's remuneration	P , M s a tio au sit ak ec th k w ot E E bo e o ge ec t s th ox e m to nd n r EE e a dit an ice e f to x ' he f t ND y' ha ne r
14 To authorise the directors to allot shares	po e f igh TI or t ar ull ch r fo be n y he re co ra O NG or ts lit ke te r', es s bo l m low ou rp F T m
15 To disapply statutory pre-emption rights 16 To authorise the company to make market purchases of its own shares	ica t p O 'ag xt te ar or ee ar wh an NL HE l e ur of ain at d t r, tin riv xp ch er Y
17 To authorise the directors to call general meetings on not less than	M d g th M e.u o s st gs e. as e i en EE 3 ive e r ' o on nit et es nd dit
14 working days' notice	5L TI es r 'w it ica ed ur NG to H olu e ut ith te . It
S 18 To authorise political donations and political expenditure	S to yo tio ili d. he w th tie ur Fo ns Pl ill ld' e r ea r pr s.c fo st se ox eg ar
	om r e re y t t a ist Ag ac fe o h t ra ain 11
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Information

Electronic communications

We're encouraging our shareholders to receive their shareholder information by email and via our website. Not only is this a quicker way for you to receive information, it helps us be more sustainable by reducing paper and printing materials and lowering postage costs. Registering for electronic shareholder communications is very straightforward, and is done online via shareview. co.uk which is a website provided by our registrar, Equiniti.

Log on to shareview.co.uk and you can:

• • set up electronic shareholder communication
• • view your shareholdings
• • update your address details if you change your address; and
• • get your dividends paid directly into your bank account

View or download the full Annual Report and Financial Statements from: corporate.unitedutilities.com.

Please do not use any electronic address provided in this document to communicate with the company for any purposes other than those expressly stated.

Dividends paid direct to your bank account

Why not make life easy and have your dividends paid straight into your bank account?

• • the dividend goes directly into your bank account and is available straight away
• • no need to pay dividend cheques into your bank account
• • no risk of losing cheques in the post
• • no risk of having to replace spoiled or out-of-date cheques; and
• • it's cost effective for your company

To take advantage of this method of payment, please contact our registrar, Equiniti via the contact details below, log on to shareview.co.uk or alternatively, complete the dividend mandate form that you will receive with your next dividend cheque.

If you choose to have your dividend paid directly into your bank account you will receive one tax voucher each year. This will be issued with the interim dividend normally paid in February and will contain details of all the dividends paid in that tax year. If you would like to receive a tax voucher with each dividend payment, please contact our registrar, Equiniti.

Please detach and return proxy by post

How to fill in the proxy form – Whether or not you can attend the annual general meeting on Friday 24 July 2015, we recommend that you appoint either the chairman of the meeting or any other person of your choice as your proxy to attend and vote for you. A proxy need not be a shareholder. To appoint someone other than the chairman, you should cross out the words 'the chairman of the meeting or' and write in the box the name and address of the person you want to be your proxy. Your proxy will be entitled to exercise all or any of your rights to attend, speak and vote at the meeting.

Voting less than your entitlement – If the proxy is being appointed in relation to less than your full voting entitlement, please enter in the box next to the proxy holder's name the number of shares in relation to which they are authorised to act as your proxy. If left blank your proxy will be deemed to be authorised in respect of your full entitlement.

Multiple proxies – If you want to appoint more than one proxy please tick the 'multiple proxies' box. Additional proxy forms may be obtained by contacting the company's registrar, Equiniti, on 0871 384 2041* or you may photocopy this form. Please indicate in the box next to the proxy holder's name the number of shares in relation to which they are authorised to act as your proxy and return all proxy forms in the same envelope to the address shown overleaf. (*Calls to this number cost 8 pence per minute plus network extras. Lines are open 8.30 am to 5.30 pm, Monday to Friday.) Overseas shareholders should contact Equiniti on +44 (0) 121 415 7048. SPECIMEN

Recording your votes – Please mark the appropriate box above 'for', 'against' or 'withheld' for each resolution in black ink like this: x .Your proxy will have discretion to vote on any resolution where you have not given a specific instruction how to vote or on any other business which may properly come before the meeting. A 'withheld' vote is not a vote in law and will not be counted in the proportion of shares for or against any resolution.

Please sign and date the form, initial any alterations, tear it off and post it (postage paid).

Deadline for submission – To be valid, your proxy instructions must be received no later than 11.00 am on Wednesday 22 July 2015. Details of the resolutions are set out in the notice calling the meeting. You can submit your proxy instructions electronically at www.sharevote.co.uk. To do this, you will need your voting reference numbers (the three numbers quoted overleaf). CREST members can use the CREST electronic proxy voting service.

Voting by poll – At the meeting, voting on all substantive resolutions will take place by poll. On a poll, holders of ordinary shares shall have one vote for every share held. If, having submitted a proxy form, you subsequently attend the meeting in person, you will only need to complete a poll card if you wish to change your voting instructions. If the form is signed by someone else on your behalf, evidence of their authority to sign the form must be sent with the form.

Joint holders – In the case of joint holders, only one need sign the form. In the case of a corporation, the form must be signed as a deed or be appropriately signed by a duly authorised official or officials whose capacity should be stated. The appropriate power of attorney or other authority should be sent with the form.