Severn Trent PLC

AGM Information • Jul 17, 2019

The Companies Act 2006

A Company Limited By Shares

SEVERN TRENT PLC

At the Annual General Meeting of the Company held on Wednesday 17 July 2019 at 11.00am, at the Ricoh Arena, Phoenix Way, Coventry, CV6 6GE the following resolutions, not concerning the ordinary business of the Annual General Meeting, were passed:-

1. (Resolution 2)

To approve the directors' remuneration report in the form set out in the Company's annual report and accounts for the year ended 31 March 2019.

2. (Resolution 3)

To approve amendments to the rules of the Severn Trent Plc Long Term Incentive Plan 2014.

1. (Resolution 4)

To approve that the Severn Trent Sharesave Scheme be extended by an additional period of 10 years.

1. (Resolution 16)

To authorise, generally and unconditionally, the Company and all companies which are subsidiaries of the Company during the period when this Resolution 16 has effect, in accordance with sections 366 and 367 of the Companies Act 2006 (the '2006 Act') to:

• i) make political donations to political parties or independent election candidates not exceeding £50,000 in total;
• ii) make political donations to political organisations other than political parties not exceeding £50,000 in total; and
• iii) incur political expenditure not exceeding £50,000 in total,

(as such terms are defined in the 2006 Act) during the period beginning with the date of the passing of this resolution and expiring at the conclusion of the next Annual General Meeting of the Company, or if earlier, on 17 October 2020, provided that the authorised sums referred to in paragraphs (i), (ii) and (iii) above, may be comprised of one or more amounts in different currencies which, for the purposes of calculating the said sums, shall be converted into pounds sterling at the exchange rate published in the London edition of the Financial Times on the date on which the relevant donation is made or expenditure incurred (or the first business day thereafter) or, if earlier, on the day on which the Company enters into any contract or undertaking in relation to the same.

1. (Resolution 17)

In accordance with section 551 of the Companies Act 2006 (the '2006 Act'), the Directors be generally and unconditionally authorised to exercise all powers of the Company to allot shares in the Company and to grant rights to subscribe for or convert any security into shares in the Company:

• I. up to a nominal amount of £77,523,196 (such amount to be reduced by the nominal amount allotted or granted under paragraph (b) below in excess of £77,523,196); and
• II. comprising equity securities (as defined in section 560(1) of the Act) up to a nominal amount of £155,046,393 (such amount to be reduced by the nominal amount allotted or granted under paragraph (I) above) in connection with an offer by way of a rights issue to ordinary shareholders on the register of members of the Company at such record date(s) as the Directors may determine, in proportion (as nearly as may be practicable) to their existing holdings on such date and to holders of other equity securities as required by the rights of those securities, save that the Directors may impose any limits or restrictions and make any arrangements which they consider 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 authorities to apply until the conclusion of the 2020 AGM (or, if earlier, until the close of business on 17 October 2020) save that during this period, the Company may make offers and enter into agreements during this period 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 Directors 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.

6. (Resolution 18)

That, subject to the passing of Resolution 17, the Directors be given power, in accordance with section 570 and section 573 of the Companies Act 2006 (the '2006 Act') to allot equity securities (as defined in the 2006 Act) for cash under the authority given by that resolution and

to sell Treasury Shares for cash as if section 561 of the 2006 Act did not apply to any such allotment or sale, such authority to be limited:

A. to the allotment of equity securities and sale of Treasury Shares 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. 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 Directors otherwise consider necessary,

save that the Directors may impose any limits or restrictions and make any arrangements which they consider 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, to the allotment of equity securities or sale of Treasury Shares (otherwise than under paragraph (a) of this resolution) up to a nominal amount of £11,628,479,

such authority to apply until the conclusion of the 2020 AGM (or, if earlier, until the close of business on 17 October 2020), save that 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 Directors may allot equity securities (and sell Treasury Shares) under any such offer or agreement as if the power had not ended.

7. (Resolution 19)

That, subject to the passing of Resolution 18, the Directors be given power, in accordance with section 570 and section 573 of the Companies Act 2006 (the '2006 Act') and in addition to any authority granted under Resolution 18, to allot equity securities (as defined in the 2006 Act) for cash under the authority given by that resolution and to sell Treasury Shares for cash as if section 561 of the 2006 Act did not apply to any such allotment or sale, such authority to be:

• A. limited to the allotment of equity securities or sale of Treasury Shares up to a nominal amount of £11,628,479 (being approximately 5% of the issued share capital as at 20 May 2019, the date of the Notice of Meeting); and
• B. used only for the purposes of financing (or refinancing, if the authority is to be used within six months after the original transaction) a transaction which the Directors determine 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 the Notice of Meeting,

such authority to apply until the conclusion of the 2020 AGM (or, if earlier, until the close of business on 17 October 2020), save that 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 Directors may allot equity securities (and sell Treasury Shares) under any such offer or agreement as if the power had not ended.

8. (Resolution 20)

To authorise, generally and unconditionally, the Company to make market purchases (within the meaning of section 693(4) of the Companies Act 2006 (the '2006 Act')) of its Ordinary Shares, on such terms and in such manner as the Directors may from time to time determine provided that:

• I. the Company may not purchase more than 23,757,108 Ordinary Shares;
• II. the Company may not pay less than 9717/19 pence for each Ordinary Share; and
• III. the Company may not pay, in respect of each Ordinary Share, more than the higher of (a) 5% over the average of the middle market price of an Ordinary Share based on the London Stock Exchange Daily Official List, for the five business days immediately before the day on which the Company agrees to buy such Ordinary Share, and (b) the higher of the price of the last independent trade and the highest current independent

bid for an Ordinary Share in the Company on the trading venues where the market purchases by the Company pursuant to the authority conferred by this Resolution 20 will be carried out

and this authority shall expire at the conclusion of the next Annual General Meeting of the Company, or if earlier, close of business on 17 October 2020, save that the Company may make a contract, before this authority ends, to purchase Ordinary Shares where the purchase is or may be completed (fully or partly) after this authority ends and may purchase its Ordinary Shares pursuant to any such contract.

9. (Resolution 21)

To authorise general meetings of the Company, other than Annual General Meetings, to be called on not less than 14 clear days' notice.