Bringing water to life

Supporting the lives of people and the places they love for generations to come

David Sproul

Group Chair

This document is important and requires your attention. If you are in any doubt about the action you should take, you should consult your stockbroker, solicitor, accountant or other independent professional adviser who is authorised under the Financial Services and Markets Act 2000.

If you have sold or transferred all of your shares in Pennon Group plc (the Company), please send this document and any accompanying documents as soon as possible to the stockbroker, bank or other agent through whom the sale or transfer was affected, for delivery to the purchaser or transferee.

YOUR VOTE IS IMPORTANT. You are strongly encouraged to vote on all resolutions to be proposed at the AGM by appointing the Chair of the meeting as your proxy. A valid proxy appointment must be received by 10am on 22nd July 2025. Further details on how you can appoint a proxy are set out in this notice.

Dear Shareholder

I am pleased to invite you to the Company's AGM, which will be held at Peninsula House, Rydon Lane, Exeter, EX2 7HR on Thursday 24th July 2025 at 10am. The notice of AGM (the Notice) is set out on pages 4-7 of this document.

Safety and Security Notice

The health and wellbeing of our shareholders, colleagues and the wider community is of the utmost importance to the Company. In light of shareholder feedback from last year's AGM we have decided to put security arrangements in place to ensure the safety and comfort for all attendees and colleagues, and I thank you in advance for adhering to these arrangements. The safety and security arrangements can be found on page 16.

We do not permit behaviour that may interfere with anyone's security or safety or the good order of the meeting. The taking of photos, videos or audio recordings is not permitted.

Anyone who wishes to attend our AGM must follow our safety and security arrangements. Anyone who does not comply with our safety and security arrangements will be asked to leave.

Business of the AGM

The business to be considered at this year's AGM is set out below and an explanation of the business appears on pages 11-13 of this document.

This year we will also be seeking approval to amend the Company's Articles of Association to extend the Company's successful WaterShare+ customer share offer scheme, including to extend this to our SES customers, as set out in the explanatory notes, and separately to allow the Company to have the option to hold general meetings entirely virtually.

Notice of Annual General Meeting 2025 (the AGM) Pennon Group plc to be held at Peninsula House, Rydon Lane, Exeter, EX2 7HR on Thursday 24th July 2025 at 10am

2 Notice of Annual General Meeting 2025 Pennon Group plc

Board Changes

As outlined in the Annual Report and Accounts 2025, Laura Flowerdew was appointed to the Board on 11th July 2024 as Group Chief Financial Officer following Steve Buck's decision to step down. Laura will be standing for election at this year's AGM. Details of Laura's skills and experience can be found on page 8. On 31st December 2024, Claire Ighodaro stepped down from the Board. The Board thanks Claire for her work over the years as Remuneration Chair. On 8th April 2025 Andrea Blance was appointed to the Board and will be standing for election at this year's AGM. Details on Andrea's skills and experience can be found on page 10. All other Directors are standing for re-election.

AGM Registration

As the meeting this year will be held at our head office, we encourage all shareholders to kindly register your intention to attend. Please contact [email protected], in advance by Tuesday 22nd July.

Voting at the AGM

In line with best practice, we continue to encourage the use of electronic proxy voting. You may register your proxy votes via www.signalshares.com. Registering your vote electronically is entirely secure and ensures the privacy of your personal information.

If you wish to vote by post, you will find a proxy form enclosed with this document. Please submit your completed proxy appointment and voting instruction forms as soon as possible, but no later than 10am on 22nd July 2025 for ordinary shareholders, to the Company's Registrar, MUFG Corporate Markets, PXS1, Central Square, 29 Wellington Street, Leeds, LS1 4DL.

If you attend the AGM in person, you will be provided with a poll card on the day.

WaterShare+ participants are reminded that the deadline for giving their voting instructions to the registered shareholder, MUFG Corporate Markets Trustees (Nominees) Limited, is 10am on 21st July 2025. You will need to give your voting instructions via Signal Shares (www.signalshares.com). Your views are very important to us and we encourage you to give your voting instructions.

Any WaterShare+ participants who would like to attend the AGM must make a request to obtain a letter of representation to MUFG Corporate Markets Trustees (Nominees) Limited by 10am on 21st July 2025, so that the required paperwork can be processed. We will be unable to permit entry to the meeting to any WaterShare+ participants who have not made appropriate arrangements or have the appropriate paperwork.

Further details on the WaterShare+ Scheme can be found at www.pennon-group.co.uk/investor-information/watershare.

Shareholder Questions

The AGM is an opportunity to ask your Board questions relating to the business of the meeting. If you would like to ask a question to the Board on the business of the AGM, we invite you to pre-submit them by 10am on 22nd July 2025 to our Company Secretarial team by email at [email protected]. Questions will be answered during the meeting where possible. There will be plenty of time for shareholders to ask questions.

Recommendation

The Board considers that all resolutions to be proposed at the AGM are in the best interests of and promote the success of the Company and our shareholders as a whole, and accordingly unanimously recommends that you vote in favour of the resolutions, as your Directors intend to do in respect of their own shareholdings.

Electronic Communications

The Company's policy is to provide all shareholder documents electronically whenever possible. Publishing documents via our website is not only secure, but also quicker, more cost effective and reflects the Company's sustainability objectives since less resources and energy are used compared with traditional printing and distribution needs.

If you wish to sign up to receive future shareholder communications electronically, you can do so via the share portal service provided by our registrar. To register go to www.signalshares.com and select 'Account Registration' and then follow the on-screen instructions by inputting your surname and your Investor Code. You will also need to input your postcode and your email address.

David Sproul Group Chair

3rd June 2025

Notice of Annual General Meeting 2025

Notice is hereby given that the 2025 Annual General Meeting of Pennon Group plc will be held at Peninsula House, Rydon Lane, Exeter, EX2 7HR on Thursday 24th July 2025 at 10am.

Resolutions

The Resolutions numbered 1 to 16 inclusive are proposed as Ordinary Resolutions, which must each receive more than 50% of the votes cast in order to be passed.

Resolutions 17 to 22 inclusive are proposed as Special Resolutions, which must receive at least 75% of the votes cast in order to be passed.

Ordinary resolutions

Resolution 1 – Annual Report and Accounts

That the Annual Report and Accounts for the year ended 31st March 2025 be received and adopted.

Resolution 2 – Dividend

That a final dividend of 31.57p per ordinary share, as recommended by the Directors for the financial year ended 31st March 2025, be declared for payment on 4th September 2025 to ordinary shareholders whose names appear on the register of members as at the close of business on 25th July 2025.

Resolution 3 – Director's Remuneration Report

That the Directors' Remuneration Report for the financial year ended 31st March 2025, as contained in the Company's Annual Report and Accounts 2025 (excluding the Directors' Remuneration Policy set out on page 167 of the Annual Report and Accounts 2025) be approved.

Election of Directors

Resolution 4 – Election of Andrea Blance

To elect Andrea Blance as a Director.

Read biography on page 10

Resolution 5 – Election of Laura Flowerdew

To elect Laura Flowerdew as a Director. Read biography on page 8

Re-election of Directors

Resolution 6 – David Sproul

To re-elect David Sproul as a Director. Read biography on page 8

Resolution 7 – Susan Davy

To re-elect Susan Davy as a Director. Read biography on page 8

Resolution 8 – Iain Evans

To re-elect Iain Evans as a Director. Read biography on page 9

Resolution 9 – Jon Butterworth

To re-elect Jon Butterworth as a Director. Read biography on page 9

Resolution 10 – Loraine Woodhouse

To re-elect Loraine Woodhouse as a Director.

Resolution 11 – Dorothy Burwell

To re-elect Dorothy Burwell as a Director.

Read biography on page 10

Read biography on page 9

Resolution 12 – Reappointment of Auditor

That PricewaterhouseCoopers LLP be reappointed as Auditor of the Company to hold office until the conclusion of the next AGM at which accounts are laid before the Company.

Resolution 13 – Auditor's remuneration

That the Audit Committee be authorised to determine the remuneration of the Auditor, for and on behalf of the Board.

Resolution 14 – Political donations

That in accordance with Section 366 of the Companies Act 2006 (the Act), the Company, and all companies that are subsidiaries of the Company at any time during the period for which the resolution has effect, be generally and unconditionally authorised to:

a. make political donations to political parties and/or independent election candidates not exceeding £75,000 in total;
b. make political donations to political organisations other than political parties not exceeding £75,000 in total; and
c. incur political expenditure not exceeding £75,000 in total, during the period from the date of this resolution to the date of the next AGM of the Company in 2026, or if earlier to the close of business on 1 st October 2026, provided that the aggregate amount of any such donations and expenditure shall not exceed £75,000 in total and that for the purpose of this resolution the terms 'political donations', 'political parties', 'independent election candidates', 'political organisations' and 'political expenditure' have the meanings set out in Sections 363 to 365 of the Act.

Resolution 15 – Authority to allot shares

That:

a. the Directors be generally and unconditionally authorised, in accordance with Section 551 of the Act, to exercise all powers of the Company to allot shares in the Company and grant rights to subscribe for, or convert any security into, shares in the Company:
- i. up to a maximum nominal amount of £96,036,631 (such amount to be reduced by the nominal amount of any equity securities (as defined in Section 560 of the Act) allotted under paragraph (ii) below in excess of £96,036,631); and
- ii. comprising equity securities (as defined in Section 560 of the Act) up to a maximum nominal amount of £192,102,076 (such amount to be reduced by any shares allotted or rights granted under paragraph (i) above) in connection with an offer by way of a pre-emptive offer:
  - A. to holders of ordinary shares in proportion (as nearly as may be practicable) to their existing holdings; and

4 Notice of Annual General Meeting 2025 Pennon Group plc

PEN018-NOM_Version-2.indd 4 25/06/2025 18:13

B. to holders of other equity securities if this is required by the rights of those securities or, if the Directors consider it necessary, as permitted by the rights of those securities, and so that the Directors may impose such exclusions, limits or other restrictions and make any other arrangements as they consider expedient, necessary or appropriate in relation to treasury shares, fractional entitlements, record dates, shares represented by depository receipts, legal, regulatory or practical problems under the laws in any territory or the requirements of any relevant regulatory body or stock exchange or any other matter,

provided that:

b. this authority shall expire at the conclusion of the next AGM of the Company after the passing of this resolution or, if earlier, at the close of business on 1st October 2026;
c. the Company may, before this authority expires, make an offer, or enter into an agreement which would or might require shares to be allotted or rights to be granted after it expires, and the Directors may allot shares or grant rights in pursuance of such offer or agreement as if this authority had not expired; and
d. all previous unutilised authorities under Section 551 of the Act shall cease to have effect (save to the extent that the same are exercisable pursuant to Section 551(7) of the Act by reason of any offer or agreement made prior to the date of this resolution which would or might require shares to be allotted or rights to be granted on or after that date).

Resolution 16 – Climate-related financial disclosures

To consider and approve the Company's climate-related financial disclosures as set out on pages 94-125 of the Annual Report and Accounts 2025.

Special resolutions

Resolution 17 – General authority to disapply pre-emption rights

That:

a. the Directors be given power, subject to the passing of Resolution 15 above, to allot equity securities (as defined in Section 560 of the Act) for cash pursuant to the authority conferred on them by that resolution under Section 551 of that Act and/or to allot equity securities as defined in Section 560(3) of that Act (sale of treasury shares) for cash in either case as if Section 561 of the Act did not apply to the allotment or sale, but so that this power shall be limited:
- A. to the allotment of equity securities in connection with an offer, invitation to apply for, or issue of equity securities (but in the case of the authority granted under Resolution 15(a) (ii), by way of a pre-emptive offer only) to or in favour of:
  - i. holders of ordinary shares in proportion (as nearly as may be practicable) to their existing holdings;

and

ii. holders of other equity securities if this is required by the rights of those securities or, if the Directors consider it necessary, as permitted by the rights of those securities;

and so that the Directors may impose such exclusions, limits or restrictions and make any other arrangements as they consider expedient, necessary or appropriate in relation to treasury shares, fractional entitlements, record dates, shares represented by depositary receipts, any legal, regulatory or practical problems under the laws in any territory or the requirements of any relevant regulatory body or stock exchange or any other matter;

B. to the allotment of equity securities pursuant to the authority granted under Resolution 15(a)(i) and/or by virtue of Section 560(3) of the Act (in each case otherwise than under paragraph (A) above) up to a maximum nominal amount of £28,813,870; and C. to the allotment of equity securities or sale of treasury shares (otherwise than under paragraph (A) or paragraph (B) above) up to a nominal amount equal to 20% of any allotment of equity securities or sale of treasury shares from time to time under paragraph (B) above, such power to be used only for the purposes of making a follow-on offer which the Directors determine to be of a kind contemplated by paragraph 3 of Section 2B of the Statement of Principles on Disapplying Pre-Emption Rights most recently published by the Pre-Emption Group prior to the date of this notice,

provided that:

b. this power shall apply until the conclusion of the next AGM of the Company after the passing of this resolution or, if earlier, until the close of business on 1st October 2026; and
c. the Company may, before this power ends, make an offer or enter into an agreement, which would or might require equity securities to be allotted after the power ends, and the Directors may allot equity securities in pursuance of such offer or agreement as if this power had not ended.

Resolution 18 – Authority to disapply pre-emption rights in connection with an acquisition or specified capital investment

That:

a. the Directors, in addition to any power granted under Resolution 17 above, be given power, subject to the passing of Resolution 15, to allot equity securities (as defined in Section 560 of the Act) for cash pursuant to the authority conferred on them by Resolution 15(a)(i) under Section 551 of the Act; and/or to allot equity securities as defined in Section 560(3) of that Act (sale of treasury shares) for cash, in either case as if Section 561 of that Act did not apply to the allotment or sale, but so that this power shall be:
- A. limited to the allotment of equity securities up to a maximum nominal amount of £28,813,870; and used only for the purposes of financing a transaction which the Directors determine to be either an acquisition or a specified 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 12 months of its taking place; and
- B. limited to the allotment of equity securities or sale of treasury shares (otherwise than under paragraph (A) above) up to a nominal amount equal to 20%. of any allotment of equity securities or sale of treasury shares from time to time under paragraph (A) above, such power to be used only for the purposes of making a follow-on offer which the Directors determine to be of a kind contemplated by paragraph 3 of Section 2B of the Statement of Principles on Disapplying Pre-Emption Rights most recently published by the Pre-Emption Group prior to the date of this notice,

provided that:

b. this power shall apply until the conclusion of the next AGM of the Company after the passing of this resolution or, if earlier, at the close of business on 1st October 2026; and
c. the Company may, before this power ends, make an offer or enter into an agreement, which would or might require equity securities to be allotted after the power ends, and the Directors may allot equity securities in pursuance of such offer or agreement as if this power had not ended.

Resolution 19 – Authority to purchase own shares

That in accordance with the Act, the Company is generally and unconditionally authorised for the purposes of Section 701 of the Act to make one or more market purchases (within the meaning of Section 693(4) of the Act) of any of its ordinary shares in the capital of the Company on such terms and in such manner as the Directors of the Company may from time to time determine, provided that:

a. the maximum number of ordinary shares that may be purchased under this authority is 47,197,167;
b. the minimum price which may be paid for each ordinary share is the nominal value of the share (exclusive of expenses payable by the Company in connection with the purchase);
c. the maximum price which may be paid for each ordinary share purchased under this authority (exclusive of expenses payable by the Company in connection with the purchase) shall not be more than the higher of:
i. an amount equal to 5% above the average market value of an ordinary share for the five business days immediately preceding the day on which that ordinary share is contracted to be purchased; and
ii. the higher of the price of the last independent trade of an ordinary share and the highest current independent bid for an ordinary share on the trading venue where the purchase is to be carried out, including when the shares are traded on different trading venues; and
d. this authority will, unless previously varied, revoked or renewed, expire at the conclusion of the next AGM of the Company or, if earlier, on 1st October 2026, but the Company may enter into a contract or contracts to purchase ordinary shares under this authority before its expiry which will or may be executed wholly or partly after the expiry of this authority, and the Company may make purchases of ordinary shares pursuant to any such contract as if this authority had not expired.

Resolution 20 – Notice of General Meetings

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

Resolution 21 – Amendment to the Company's Articles of Association relating to WaterShare+ offers

Resolution 21: That the Articles of Association of the Company be and are hereby amended as follows:

1. by the insertion of the following as a new Article 5A(1)(a)(iii):
2. iii. one or more dividends of up to such individual or aggregate amount(s) as the Company may pay pursuant to an available exemption under the prospectus requirements applicable to offers of shares as at the time of any such offer (as at 24th July 2025 the sterling equivalent of €8m) equivalent of, is made and otherwise of up to such amount(s) as can be declared and paid in accordance with applicable law with the amount of each such dividend to be determined and resolved by the board in its discretion, in priority to any payment to the holders of ordinary shares in the capital of the Company and in priority to or pari passu with the holders of any other class of preference shares in the capital of the Company (if any), for the sole purposes of: (i) one or more offers by the Company relating to, in connection with, to participants of, or as an extension of, the Company's WaterShare+ scheme (as described on page 15 of the Company's annual report and accounts for the financial year ended 31 March 2025) (a "Future WaterShare+ Share Offer"), (ii) the "Third WaterShare+ Share Offer" (as described in the Company's notice of meeting for its 2025 Annual General Meeting dated 26 June 2025) (the "Third WaterShare+ Share Offer"), and/or (iii) the "Extra Offer" (as described in the Company's notice of meeting for its 2025 Annual General Meeting dated 26 June 2025) (the "Extra Offer") in order for:
A. the holder of the WaterShare+ Share (or its Affiliates) to acquire existing ordinary shares in the capital of the Company at market value through the London Stock Exchange to satisfy elections pursuant to any Future WaterShare+ Share Offer, the Third WaterShare+ Share Offer and/or the Extra Offer;
B. the holder of the WaterShare+ Share (or its Affiliates) to hold such acquired existing ordinary shares (or procuring that such ordinary shares are held by its Affiliates) as nominee on behalf of: (i) those eligible customers, being customers of any water and sewerage undertaker and/or water only undertaker which is a subsidiary of the Company and which is included in any Future WaterShare+ Share Offer and/or the Third WaterShare+ Share Offer, who elect to receive ordinary shares in the capital of the Company pursuant to any Future WaterShare+ Share Offer and/or the Third WaterShare+ Share Offer, and/or (ii) those eligible participants, being current participants in the Company's WaterShare+ scheme, who elect to receive one new ordinary share in the capital of the Company pursuant to the Extra Offer; and
C. covering the costs of the holder of the WaterShare+ Share and its Affiliates in acquiring the ordinary shares to satisfy elections pursuant to any Future WaterShare+ Share Offer, the Third WaterShare+ Share Offer and/or the Extra Offer;"
1. by renumbering existing Article 5A(1)(a)(iii) as Article 5A(1)(a)(iv) and amending it as follows:
2. A. deleting the following words "the Second WaterShare+ Share Offer and"
3. B. after "to eligible customers" inserting the words "and any and all current participants in the Company's WaterShare+ scheme"
1. by renumbering existing Article 5A(1)(a)(iv) as Article 5A(1)(a)(v).

Resolution 22 – Amendment to the Company's Articles of Association relating to the format of general meetings

Resolution 22: That the Articles of Association of the Company be and are hereby amended as follows:

1. in Article 2(a)(i):
2. a. by replacing the current definition of "a combined physical and electronic general meeting" in its entirety with the following: "a combined physical and electronic general meeting means a general meeting held or conducted at one or more physical venues and by use of an electronic facility in such a way that allows persons who may not be physically present together to communicate with each other any information or opinions they may have on any particular item of business of the meeting;"
3. b. by including the following definition immediately after the definition of "electronic address": "electronic facility includes (without limitation) video conferencing, virtual platforms, website addresses and/or conference call systems and any device, system, procedure, method or other facility providing an electronic means of attendance at or participation in (or both attendance and participation in) a general meeting;"
4. c. by replacing the current definition of "a physical general meeting" in its entirety with the following: "a physical general meeting means a general meeting held or conducted at one or more physical venues (at which facilities are not available to allow for persons who are not at such physical venue to attend or participate in the meeting electronically by use of an electronic facility);"
d. by including the following definition immediately after the definition of "secretary": "a solely electronic general meeting means a general meeting held or conducted solely by use of an electronic facility;"

6 Notice of Annual General Meeting 2025 Pennon Group plc

by replacing current Article 2(a)(x) in its entirety with the following:

any reference to a person who is attending or participating in a meeting electronically is a reference to a person whose attendance or participation at that meeting is enabled by an electronic facility or facilities, other than physical presence at a general meeting, which allows persons who may not be physically present together to communicate with each other any information or opinions they may have on any particular item of business of the meeting; electronic attendance and participation shall be construed accordingly;"

by replacing current Article 24 in its entirety with the following:

"24. General meetings

a. The board shall determine whether any general meeting is to be held as:
- i. a physical general meeting;
- ii. a combined physical and electronic general meeting; or
- iii. a solely electronic general meeting.
b. The board may make whatever arrangements it considers fit, including in relation to any electronic facilities to be used at a combined physical and electronic general meeting or at a solely electronic general meeting, to allow those entitled to do so to participate in any general meeting.
c. Unless otherwise specified in the notice of meeting; decided by the board in accordance with article 24 or article 25; or determined by the chair of the meeting, a general meeting is deemed to take place at the place where the chair of the meeting is at the time of the meeting.
d. Two or more persons who may not be in the same place as each other or are attending by means of an electronic facility attend and participate in a general meeting if their circumstances are such that, if they have rights to speak and vote at that meeting, they are able to exercise them.
e. A person is present at a general meeting if the person attends it in accordance with the provisions of these articles.
f. A person is able to participate in a meeting if the person's circumstances are such that if the person has rights in relation to the meeting, the person is able to exercise them.
g. In determining whether persons are attending or participating in a meeting, other than a physical general meeting, it is immaterial where any of them are or how they are able to communicate with each other.
h. A person is able to exercise the right to speak at a general meeting when the chair of the meeting is satisfied that arrangements are in place so as to enable that person to communicate to all those attending the meeting, during the meeting, any information or opinions which that person has on the business of the meeting, including by use of an electronic facility.
i. A person is able to exercise the right to vote at a general meeting when:
- i. that person is able to vote, during the meeting, on resolutions put to the vote at the meeting; and
- ii. that person's vote can be taken into account in determining whether or not such resolutions are passed at the same time as the votes of all the other persons attending the meeting.
- iii. Where shareholders can participate at a general meeting by use of an electronic facility, any document required to be on display or available for inspection will be made available for the required period in electronic form to those persons entitled to inspect it and this will satisfy any such requirement."
1. by including the following as a new Article 25(d):
2. d. If it appears to the chair of the meeting that any electronic facilities available at any combined physical and electronic general meeting have become inadequate for the purposes of article 25(b), then the chair of the meeting may, without the consent of the meeting, interrupt or adjourn the combined physical and electronic general meeting. All business conducted at that general meeting up to the time of that adjournment shall be valid and the provisions of article 37 shall apply."
by including the following as a new Article 26:

"26. Solely electronic general meetings

a. Where the board has determined that any general meeting is to be held as a solely electronic general meeting, shareholders present in person or by proxy at such general meeting by means of the relevant electronic facility/ies will be counted in the quorum for, and entitled to vote at, such general meeting, and that meeting shall be duly constituted and its proceedings valid if (in addition to the other provisions of these articles relating to general meetings being satisfied) the chair of the meeting is satisfied that electronic facilities are available to enable each shareholder attending the solely electronic general meeting to participate in the business for which the meeting has been called.
b. If it appears to the chair of the meeting that the electronic facilities available at the solely electronic general meeting have become inadequate for the purposes of article 26(a), then the chair of the meeting may, without the consent of the meeting, interrupt or adjourn the solely electronic general meeting. All business conducted at that general meeting up to the time of that adjournment shall be valid and the provisions of article 37 shall apply."
1. by renumbering the current Articles 26 to 132 (inclusive) to take account of the new Article 26
by replacing current Article 29 in its entirety with the following:

"30. Length, form and content of notice

a. Subject to the Statutes, an annual general meeting shall be called by not less than 21 clear days' notice and all other general meetings shall be called by not less than 14 clear days' notice or by not less than such minimum notice period as is permitted by the Statutes.
b. The notice (including any notice given by means of a website) shall comply with all applicable requirements in the Statutes and shall specify whether the meeting will be an annual general meeting. It shall also specify whether the meeting will be a physical general meeting, a combined physical and electronic general meeting or a solely electronic general meeting.
c. Notice of every general meeting shall be given to all members other than any who, under these articles or the terms of issue of the shares they hold, are not entitled to receive such notices from the Company, and also to the auditors (or, if more than one, each of them) and to each director.
d. Without prejudice to the provisions of article 30(a), if it is anticipated that a meeting will be conducted as a combined physical and electronic general meeting or a solely electronic general meeting, the notice of meeting shall state how it is proposed that persons attending or participating in the meeting electronically should communicate with the meeting and what electronic facility is being provided."
1. by replacing the word "electronically" with "by means of an electronic facility" in current Article 33(c)
1. by including the wording "or as a solely electronic general meeting" immediately after "physical and electronic general meeting" in current Article 37(b)

By order of the Board

Andrew Garard

Group General Counsel and Company Secretary

Pennon Group plc Registered office: Peninsula House, Rydon Lane, Exeter, EX2 7HR Registered in England and Wales No: 2366640

3rd June 2025

Pennon Group plc Notice of Annual General Meeting 2025 7

The Pennon Board of Directors

Working responsibly together

Committee key for board:

A Audit Committee N Nomination Committee E ESG Committee R Remuneration Committee H Health & Safety Committee C Committee Chair

E N R

David Sproul Group Chair

Date of Appointment to the Board: David was appointed to the Board on 1st July 2024 and became Group Chair on 24th July 2024.

Current external appointments: Chair of Starling Bank Limited and non-executive director on Safanad Limited. David is also a senior adviser to Bridgepoint Europe, and he sits on the Board of Governors as chair designate of University of Hertfordshire.

Skills and experience: David is a Chartered Accountant who has spent the majority of his career in professional services with Deloitte and prior to that Andersen serving a diverse range of UK and international clients.

He concluded his executive career at Deloitte in summer 2021 as Global Deputy CEO having previously been elected for two terms as Senior partner and Chief Executive of Deloitte UK and Northwest Europe from 2011 to 2019. During his leadership the firm became the largest and most profitable professional services firm globally and, in the UK, driven in part by significant investments in technology services, as well as differentiating itself as the audit quality leader with a strong inclusive culture.

Susan Davy Group Chief Executive Officer

Date of Appointment to the Board: Susan was appointed to the Board as Group Chief Executive Officer on 31st July 2020, having previously served as Chief Financial Officer since 2015.

Current external appointments: Senior Independent Non-Executive Director and Audit Chair of Restore Plc, President and Director of the Institute of Water, Director of Water UK, Director of CREWW (Centre of Resilience in Environment) member and was previously a member of the A4S (Accounting for Sustainability) CFO leadership network.

Skills and experience: Susan brings extensive industry knowledge, backed by strong financial and regulatory expertise, which has been key to shaping and delivering Pennon's strategy. This includes value-enhancing acquisitions such as Bournemouth Water, Bristol Water, Sutton and East Surrey Water, along with the successful disposal of Viridor. With over 27 years of experience in the listed utilities sector, Susan has held several senior positions in the water industry, including at Kelda Group plc. Her experience with FTSE-listed companies, combined with deep operational and financial knowledge, adds valuable diversity to Pennon's leadership.

Laura Flowerdew Group Chief Financial Officer

Date of Appointment to the Board: Laura was appointed Group Chief Financial Officer of Pennon Group 11th July 2024.

Current external appointments: None.

Skills and experience: Laura was appointed Chief Financial Officer of Pennon Group in July 2024. Laura held previous positions as Chief Customer and Digital Officer of Pennon Group and Chief Financial Officer of Bristol Water plc from October 2018. Laura previously worked in a number of executive positions in UK utilities and international natural resources business including Anglo American plc, De Beers and Bristol Energy. Prior to that she worked with Deloitte and trained with Arthur Andersen. She is a Fellow of the Institute of Chartered Accountants for England and Wales.

A E H N R

Iain Evans CBE Senior Independent Director

Date of Appointment to the Board: Iain was appointed to the Board as Independent Non-Executive Director on 1st September 2018 and became Senior Independent Director on 1 st September 2023.

Current external appointments: Iain is a nonexecutive director of Bologna Topco Limited and HSM Advisory Limited and continues to act as an independent corporate strategy consultant.

Skills and experience: Iain has 40 years of global experience in advising companies and governments on issues of complex corporate strategy. In 1983, he co-founded L.E.K. Consulting in London and built it into one of the world's largest and most respected corporate strategy consulting firms, with a global footprint and active in a wide range of industries. Iain was appointed as a non-executive director of Welsh Water plc in 1989, and served on the board for nearly ten years, including five years as chair.

Jon Butterworth Independent Non-Executive Director

Date of Appointment to the Board: Jon was appointed to the Board as Independent Non-Executive Director on 8th July 2020.

Current external appointments: Chief executive officer at National Gas, president of the Pipeline Industries Guild and a director of E.Tapp & Co Limited, Shopfittings Manchester Limited and TMA Property Limited.

Skills and experience: Jon has a distinguished track record and an immense depth of experience and knowledge within the utility sector, having begun his career over 40 years ago as an apprentice at British Gas. Jon was previously managing director of National Grid Ventures, driving growth across a range of commercial ventures outside the regulated energy sector in the UK and the US. He has also been managing director of Northwest Gas, global Environment and Sustainability manager of Transco, National Operations director of National Grid, Group Safety, Resilience and Environmental director of National Grid plc and formerly chief executive officer of National Grid Ventures. Jon is an ex-chair of the CORGI board, an ex-ambassador of the HM Young Offenders Programme and trustee of the National Gas Museum Trust.

Loraine Woodhouse Independent Non-Executive Director

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Date of Appointment to the Board: Loraine was appointed to the Board as Independent Non-Executive Director on 1st December 2022.

Current external appointments: Senior Independent Director and Chair of the Audit Committee for the British Land Company plc, nonexecutive director for Associated British Foods plc and a Trustee and Audit Committee member at the Zoological Society London.

Skills and experience: Loraine is an experienced finance executive, with her experience focused in the retail and consumer sector, and more recently in real estate and infrastructure through her roles with Intu Properties plc and British Land Company plc.

Loraine was the chief financial officer of Halfords Group plc until June 2022, before which she spent five years in executive and senior finance roles within the John Lewis Partnership, including Waitrose. Prior to that, Loraine was chief financial officer of Hobbs, finance director of Capital Shopping Centres Limited (subsequently Intu Properties plc) and finance director of Costa Coffee Limited.

The Pennon Board of Directors continued

Andrea Blance

Independent Non-Executive Director

Date of Appointment to the Board: Andrea was appointed to the Board as Independent Non-Executive Director on 8th April 2025.

Current external appointments: Non-Executive Director and Chair of the Board Risk Committee of Aviva plc and Advisory Board Member of The Mentoring Foundation.

Skills and experience: Andrea brings extensive risk and regulation expertise and is passionate about developing customer focused commercial strategies, following a long career in Financial Services. Andrea spent her executive career at Legal & General Group plc where she held a range of senior leadership roles including Group Chief Risk Officer and Strategy & Marketing Director. More recently, Andrea has been Risk Committee Chair at Hargreaves Lansdown plc, Senior Independent Director and Remuneration Committee Chair of Vanquis Banking Group plc, Senior Independent Director and Audit Committee Chair of ReAssure plc, and Risk Committee Chair of Scottish Widows plc and Lloyds Banking Group Insurance.

Dorothy Burwell Independent Non-Executive Director

Date of Appointment to the Board: Dorothy was appointed to the Board as Independent Non-Executive Director on 1st December 2022.

Current external appointments: Partner at FGS Global and non-executive director at Post Holdings Inc.

Skills and experience: Dorothy has over 20 years' experience in banking and communications, specialising in natural resources and advising clients around issues of sustainability, strategy, and corporate communications. She is well known for driving substantive diversity and inclusion agendas. Between 2002 and 2006, Dorothy held analyst and senior roles at Goldman Sachs, in the investment banking division, in both London and New York, as well as in the firmwide Strategy Group, where she focused on proprietary mergers and acquisitions and new business development. Dorothy graduated from the Florida Agricultural and Mechanical University, USA with a Bachelor and Master of Business Administration, Finance and Management.

Andrew Garard

Group General Counsel and Company Secretary

Date of Appointment to the Board: Andrew was appointed to the Board as Group General Counsel and Company Secretary on 1st December 2022.

Current external appointments: Non-executive director at Zinc Media Group plc, where he is chair of the Remuneration Committee, co-founder and Chair of the Board of Trustees of the Social Mobility Business Partnership.

Skills and experience: Andrew is a very experienced General Counsel having joined from Meggitt plc, where he was Group General Counsel and Director of Corporate Affairs, and a member of the group executive responsible for legal, commercial, trade compliance, government relations, ethics and contract management. Previously, he was Group General Counsel and Company Secretary at ITV plc where he was a member of the executive board and led a global team responsible for legal and business affairs, secretariat, compliance, insurance, health & safety, rights management and corporate responsibility. Prior to this, he was Group General Counsel and Company Secretary at Cable & Wireless plc and Global Head of Legal at Reuters Group plc.

Explanatory notes

Resolution 1 – Annual Report and Accounts

Resolution 1 proposes that shareholders receive and adopt the Company's Annual Report and Accounts 2025 (the Annual Report). The Annual Report, which includes the Strategic Report, the Directors' Report, the Directors' Remuneration Report, the audited Financial Statements and the Independent Auditor's Report, is available on the Company's website at www.pennon-group.co.uk/investor-information/financial-reports-andpresentations. Printed copies have been sent to shareholders who have previously registered a preference for paper communications. Printed copies can also be obtained from the Company's registrar. We note that the Ofwat rules, regarding executive remuneration, have been issued, with the assessment that we can pay the remuneration. Our Remuneration Committee will consider the position in due course.