Pennon Group PLC

AGM Information • Jul 24, 2024

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author: Stevens, Kathy S
date: 2024-07-24 12:00:00+00:00

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Resolution 21 – Authority to purchase own shares

Resolution 22 – Notice of General Meetings

(Company No: 2366640)

THE COMPANIES ACT 2006

COMPANY LIMITED BY SHARES

ORIDANRY AND SPECIAL RESOLUTIONS

OF

PENNON GROUP PLC

(the “Company”)

At the Annual General Meeting of the Company held at Peninsula House, Rydon Lane, Exeter EX2 7HR on Wednesday 24th July 2024 the following Resolutions were passed as Ordinary and Special Resolutions:-

ORDINARY RESOLUTIONS

Resolution 12 - Appointment of auditor

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

Resolution 15 - Authority to allot shares

That:

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:

up to a maximum nominal amount of £58,209,077 (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 £58,209,077); and

comprising equity securities (as defined in Section 560 of the Act) up to a maximum nominal amount of £116,418,155 (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 rights issue:

to holders of ordinary shares in proportion (as nearly as may be practicable) to their existing holdings; and

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 depositary 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:

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 2025;

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

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 17 – The adoption of the Pennon Group Sharesave Scheme (the “2024 Sharesave”)

That:

the rules of the 2024 Sharesave in the form produced to the meeting and initialled by the Chair for the purposes of identification, the principal terms of which are summarised in Appendix 2 to the Notice of the meeting, be approved; and

the Directors be authorised to do what they consider necessary or expedient to implement the 2024 Sharesave and to establish further plans based on the 2024 Sharesave to take account of local tax, exchange control or securities laws in overseas territories provided that any shares made available under any other such plans count against any limits on individual or overall participation under the 2024 Sharesave.

Resolution 18 – The adoption of the Pennon Group All-Employee Share Incentive Plan (the “2024 SIP”)

That:

the rules of the 2024 SIP in the form produced to the meeting and initialled by the Chair for the purposes of identification, the principal terms of which are summarised in Appendix 2 to the Notice of Meeting, be approved; and

the Directors be authorised to do what they consider necessary or expedient to implement the 2024 SIP and to establish further plans based on the 2024 SIP to take account of local tax, exchange control or securities laws in overseas territories provided that any shares made available under any other such plans count against any limits on individual or overall participation under the 2024 SIP.

SPECIAL RESOLUTIONS

Resolution 19 - General authority to disapply pre-emption rights

That:

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:

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 rights issue only) to or in favour of:

holders of ordinary shares in proportion (as nearly as may be practicable) to their existing holdings;

and

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;

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 £17,462,723; and

to the 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:

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 2025; and

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

That:

the Directors, in addition to any power granted under Resolution 19 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:

limited to the allotment of equity securities up to a maximum nominal amount of £17,462,723; 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

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:

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 2025; and

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.

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:

the maximum number of ordinary shares that may be purchased under this authority is 28,603,969;

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);

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:

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

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

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 2025, 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.

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

Resolution 23 – Amendment to Articles of Association

That, with effect from the conclusion of this AGM, the new articles of association for the Company produced to this meeting (and initialled by the Chair for the purposes of identification) be approved and adopted by the Company in substitution for, and to the exclusion of, the existing articles of association of the Company.

By order of the Board

Andrew Garard

Group General Counsel & Company Secretary