Admission card
Vote withheld
Annual General Meeting (AGM) of Pennon Group plc to be held on Thursday 25 July 2019 at Sandy Park Conference Centre, Sandy Park Way, Exeter, Devon EX2 7NN at 2.30pm.
Proxy form – please read the Explanatory Notes overleaf before completion 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.signalshares.com 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) 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 AGM of Pennon Group plc to be held on Thursday 25 July 2019 at 2.30pm and at any adjournment thereof. I/We would like my/our proxy to vote on the resolutions proposed at the AGM as specified below (see Explanatory Note 2). Signature of person attending Barcode: Barcode: Event Code: For Against Vote withheld For Against Vote withheld For Against 1. To receive and adopt the annual accounts and reports for the year ended 31 March 2019. 2. To declare a final dividend of 28.22p per ordinary share for the year ended 31 March 2019. 3. To approve the Directors' remuneration report. 4. To re-elect Sir John Parker as a Director. 5. To re-elect Neil Cooper as a Director. 6. To re-elect Susan Davy as a Director. 7. To elect Iain Evans as a Director. 8. To re-elect Christopher Loughlin as a Director. 9. To re-elect Gill Rider as a Director. 10. To reappoint Ernst & Young LLP as auditor of the Company. 11. To authorise the Audit Committee to determine the remuneration of the auditor on behalf of the Board. 12. To authorise the Company and its subsidiaries to make political donations/incur political expenditure up to a specified limit. 13. To grant the Directors authority to allot shares. 14. To authorise the partial disapplication of pre-emption rights. 15. To authorise the partial disapplication of pre-emption rights in connection with an acquisition or specified capital investment. 16. To authorise the purchase of the Company's own shares. 17. To authorise a general meeting other than an AGM to be called on not less than 14 clear days' notice. 18. To amend the Company's Articles of Association to define the rights attached to the WaterShare+ Share. 19. To grant the Directors authority to issue the WaterShare+ Share. * 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 Resolutions Resolutions Resolutions *
Signature Date
Explanatory Notes in respect of the 'proxy form'
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- Every shareholder has the right to appoint some other person(s) of their choice as their proxy to exercise all or any of their 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 voting entitlement (or, if this proxy form has been issued in respect of a designated account for a shareholder, the full voting entitlement for that designated account).
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- Unless otherwise instructed, the proxy may vote as he or she thinks fit or abstain from voting on any business including amendments to resolutions or any motion to adjourn the meeting, which may properly come before the meeting.
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- 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 to 5.30pm Monday to Friday excluding public holidays in England and Wales. 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 Explanatory Note 5 below.
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- The completion and return of this proxy form will not preclude a shareholder from attending the meeting in person.
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- To be valid, this proxy form must be signed and deposited together with the power of attorney or other authority, if any, under which it is signed (or a notarially certified copy thereof) at Link Asset Services, PXS1, 34 Beckenham Road, Beckenham BR3 4ZF not later than 48 hours before the time for holding the meeting. If you prefer to post your completed and signed proxy form in an envelope, you may use the following Freepost address, which does not require a stamp: FREEPOST PXS, 34 Beckenham Road, Beckenham, BR3 9ZA.
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- You can submit your proxy instructions electronically by going to www.signalshares.com. In order to register for this service you will need to enter your Investor Code, which can be found on your share certificate or dividend confirmation.
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- The proxy form 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.
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- A corporation must execute the proxy form under either its common seal or the hand of a duly authorised officer or attorney, stating their capacity (e.g. director/ secretary).
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- 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 calculation of the proportion of the votes 'For' and 'Against' a resolution.
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- 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 time stamp 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.
Business Reply Licence Number RLUB-TBUX-EGUC
PXS 1 34 Beckenham Road BECKENHAM BR3 4ZF