Pennon Group PLC

Proxy Solicitation & Information Statement • Jul 1, 2015

Admission card

Annual General Meeting of Pennon Group Plc to be held on Thursday 30 July 2015 at Exeter Golf and Country Club, Topsham Road, Countess Wear, Exeter, Devon, EX2 7AE at 11.00am.

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If you wish to attend the meeting please bring this card with you and hand it in on arrival. This will facilitate entry for shareholders.

You can vote electronically at www.capitashareportal.com

Signature of person attending Barcode:

Investor Code:

Form of Proxy – please read the Explanatory Notes overleaf before completion

+	Form of Proxy – please read the Explanatory Notes overleaf before completion
	Barcode:	+
	Investor Code:
	I/We, the undersigned being (a) member(s) of Pennon Group Plc, hereby appoint the Chairman of the Meeting or the following person (see Explanatory Note 1) Event Code:
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as my/our proxy to exercise all or any of my/our rights to attend, speak and vote in respect of my/our voting entitlement* on my/our behalf at the Annual General Meeting of Pennon Group Plc to be held on Thursday 30 July 2015 at 11.00am and at any adjournment thereof.

		Vote			Vote			Vote
	Resolutions	For Against withheld		Resolutions	For Against withheld		Resolutions	For Against withheld
1.	To receive and adopt the Directors' Report and the financial statements		7.	To elect Mrs S J Davy as a Director.			13. To authorise the Company and its subsidiaries to make EU political
	for the year ended 31 March 2015.		8.	To re-elect Mr C Loughlin as a Director.			donations up to a specified limit.
2.	To declare a final dividend of 21.82p per Ordinary share for the year ended 31 March 2015.		9.	To re-elect Mr I J McAulay as a Director.			14. To grant the Directors authority to allot shares.
3.	To approve the Annual report on remuneration.			10. To re-elect Ms G Rider as a Director.			15. To authorise the partial exclusion of pre-emption rights.
4.	To elect Sir John Parker as a Director.			11. To re-appoint Ernst & Young LLP as auditor.			16. To authorise the purchase of the Company's own shares.
5.	To re-elect Mr M D Angle as a Director.			12. To authorise the Audit Committee to determine the remuneration of the auditor on behalf of the Board.			17. To authorise a general meeting other than an Annual General Meeting to be called on not less than 14 clear
6.	To elect Mr N Cooper as a Director.						days' notice.
*If the proxy appointment is one of multiple appointments by the same shareholder, please place a 'X' in the box

and refer to Explanatory Note 3

To assist with arrangements, if you intend to attend the meeting in person please place a 'X' in the box

Signature		Date
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Explanatory Notes in respect of the 'Form of Proxy'

• 1. Every shareholder has the right to appoint some other person(s) of their choice as his proxy to exercise all or any of his rights, to attend, speak and vote on their behalf at the meeting. If you wish to appoint as a proxy a person other than the Chairman of the meeting, insert the full name of your chosen proxy in the space provided. A proxy need not be a shareholder. If the proxy is being appointed in relation to less than your full voting entitlement, 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 this box is left blank, they will be deemed to be authorised in respect of your full holding entitlement.
• 1. Unless otherwise instructed, the proxy may vote as he thinks fit or abstain from voting on any business including amendments to resolutions, which may properly come before the meeting.
• 1. To appoint more than one proxy, (an) additional proxy form(s) may be obtained by contacting the Registrar's helpline on 0371 664 9234 (calls to this number are charged at standard network rates) or +44 371 664 9234 from outside the UK. Lines are open 8.30am – 5.30pm Monday – Friday. Alternatively, you may photocopy this form. Please indicate in the box next to the proxy holder's name (marked with *) the number of shares in relation to which they are authorised to act as your proxy. Multiple proxy appointments must be signed and should be returned together in the same envelope to the address given in note 5 below.
• 1. The completion and return of this Form of Proxy will not preclude a shareholder from attending the meeting and speaking in person.
• 1. To be effective, this Form of Proxy must be signed and deposited at Capita Asset Services, PXS, 34 Beckenham Road, Beckenham BR3 4TU not less than 48 hours before the time for holding the meeting.
• 1. You can submit your proxy instructions electronically by going to www.capitashareportal.com. You will need to enter your Investor Code, which can be found on your Form of Proxy.
• 1. The Form of Proxy is for use in respect of the shareholder account specified overleaf only and should not be amended or submitted in respect of a different account.
• 1. A corporation must execute the Form of Proxy under either its common seal or the hand of a duly authorised officer or attorney.
• 1. The 'Vote withheld' option is to enable you to abstain on any particular resolution. Such a vote is not a vote in law and will not be counted in the votes 'For' and 'Against' a resolution.
• 1. To appoint one or more proxies or to give an instruction to a proxy (whether previously appointed or otherwise) via the CREST system, CREST messages must be received by the issuer's agent (ID number RA10) not later than 48 hours before the time appointed for holding the meeting. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp generated by the CREST system) from which the issuer's agent is able to retrieve the message. The Company may treat as invalid a proxy appointment sent by CREST in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.