United Utilities Group PLC — Proxy Solicitation & Information Statement 2016

Jun 23, 2016

United

China Life

Power of change

Advancing

Admission and poll card

We are holding our annual general meeting on Friday 22 July 2016 at the Lowry Hotel, 50 Dearmans Place, Chapel Wharf, Manchester, M3 5LH. It will start at 11.00 am. If you are coming to the meeting, please sign this admission card, bring it with you to the meeting, and present it at the registration desk when you arrive.

If you have appointed a proxy (other than the chairman of the meeting or one of the other directors) please tick the box marked 'proxy' below and give it to your proxy to hand in when he or she arrives at the meeting. If you have appointed multiple proxies, you may give photocopies to your proxy holders.

Signature: _________ Proxy: ☐

Resolutions

1. To receive the financial statements and the reports for the year ended 31 March 2016
2. To declare a final dividend of 25.64p per ordinary share
3. To approve the directors' remuneration report (other than the part containing the abridged directors' remuneration policy) for the year ended 31 March 2016
4. To reappoint Dr John McAdam as a director
5. To reappoint Steve Mogford as a director
6. To reappoint Stephen Carter as a director
7. To reappoint Mark Clare as a director
8. To reappoint Russ Houlden as a director

For

For	Against	Withheld
☐	☐	☐
☐	☐	☐
☐	☐	☐
☐	☐	☐
☐	☐	☐
☐	☐	☐

I/We hereby appoint the chairman of the meeting or:

☐	☐	☐
☐	☐	☐
☐	☐	☐
☐	☐	☐

1. To reappoint Dr John McAdam as a director
2. To reappoint Steve Mogford as a director
3. To reappoint Mark Clare as a director
4. To reappoint RPMG LLP as the auditor
5. To reappoint Steve Mogford as a director
6. To reappoint RUS Houlden as a director

For

Resolutions	For	Against	Withheld
1. To receive the financial statements and the reports for the year ended 31 March 2016	☐	☐	☐
2. To declare a final dividend of 25.64p per ordinary share	☐	☐	☐
3. To approve the directors' remuneration report (other than the part containing the abridged directors' remuneration policy) for the year ended 31 March 2016	☐	☐	☐
4. To reappoint Dr John McAdam as a director	☐	☐	☐
5. To reappoint Steve Mogford as a director	☐	☐	☐
6. To reappoint Stephen Carter as a director	☐	☐	☐
7. To reappoint Mark Clare as a director	☐	☐	☐
8. To reappoint Russ Houlden as a director	☐	☐	☐

POLL CARD FOR USE AT THE MEETING ONLY

Please mark the appropriate box 'for,' 'against' or 'withheld' for each resolution in black ink like this ☐ and sign the form where indicated. Please refer to the notice of annual general meeting for the full text of the resolutions.

Please hand the form in AT THE END OF THE MEETING to the registrars.

9	To reappoint Brian May as a director	☐	☐
10	To reappoint Sara Weller as a director	☐	☐
11	To reappoint KPMG LLP as the auditor	☐	☐
12	To authorize the audit committee of the board to set the auditor's remuneration	☐	☐
13	To authorize the directors to allot shares	☐	☐
14	To disapply statutory pre-emption rights	☐	☐
15	To authorize the company to make market purchases of its own shares	☐	☐
16	To authorize the directors to call general meetings on not less than 14 working days' notice	☐	☐
17	To authorize political donations and political expenditure	☐	☐

Annual general meeting - United Utilities Group PLC, Friday 22 July 2016

The results of the poll will be announced through a regulatory news service and will also be made available on the company's website at corporate.Unitedutilities.com.

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United Utilities
a long life flow smoothly
Information

Electronic communications

We're encouraging our shareholders to receive their shareholder information by email and via our website. Not only is this a quicker way for you to receive information, it helps us be more sustainable by reducing paper and printing materials and lowering postage costs. Registering for electronic shareholder communications is very straightforward, and is done online via shareview.co.uk which is a website provided by our registrar, Equiniti.

Log on to shareview.co.uk and you can:

• set up electronic shareholder communication;
• view your shareholdings;
• update your address details if you change your address; and
• get your dividends paid directly into your bank account

You can view or download the full Annual Report and Financial Statements from: corporate.unitedutilities.com.

Please do not use any electronic address provided in this document to communicate with the company for any purposes other than those expressly stated.

Dividends paid direct to your bank account

Why not make life easy and have your dividends paid straight into your bank account?

• the dividend goes directly into your bank account and is available straight away;
• no need to pay dividend cheques into your bank account
• no risk of losing cheques in the post;
• no risk of having to replace spoiled or out-of-date cheques; and
• it's cost effective for your company.

To take advantage of this method of payment, please contact our registrar, Equiniti via the contact details below, log on to shareview.co.uk or alternatively, complete the dividend mandate form that you will receive with your next dividend cheque.

If you choose to have your dividend paid directly into your bank account you will receive one tax voucher each year. This will be issued with the interim dividend normally paid in February and will contain details of all the dividends paid in that tax year. If you would like to receive a tax voucher with each dividend payment, please contact our registrar, Equiniti.

How to fill in the proxy form

Whether or not you can attend the annual general meeting on Friday 22 July 2016, we recommend that you appoint either the chairman of the meeting or any other person of your choice as your proxy to attend and vote for you. A proxy need not be a shareholder. To appoint someone other than the chairman, you should cross out the words 'the chairman of the meeting' or 'and write in the box the name and address of the person you want to be your proxy. Your proxy will be entitled to exercise all or any of your rights to attend, speak and vote at the meeting.

Voting less than your entitlement

If the proxy is being appointed in relation to less than your full voting entitlement, please 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 left blank your proxy will be deemed to be authorised in respect of your full entitlement.

Multiple proxies

If you want to appoint more than one proxy please tick the 'multiple proxies' box. Additional proxy forms may be obtained by contacting the company's registrar, Equiniti, on 0371 384 2041 or you may photocopy this form. Please indicate 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 and return all proxy forms in the same envelope to the address shown overleaf. [Lines are open 8.30 am to 5.30 pm, Monday to Friday.] Overseas shareholders should contact Equiniti on +44 (0) 121 415 7048.

Recording your votes

Please mark the appropriate box above 'for', 'against' or 'withheld' for each resolution in black ink like this. Your proxy will have discretion to vote on any resolution where you have not given a specific instruction how to vote or on any other business which may properly come before the meeting. A 'withheld' vote is not a vote in law and will not be counted in the proportion of shares for or against any resolution.

Please sign and date the form, initial any alterations, tear it off and post it (postage paid).

Deadline for submission

To be valid, your proxy instructions must be received no later than 11.00 am on Wednesday 20 July 2016. Details of the resolutions are set out in the notice calling the meeting. You can submit your proxy instructions electronically at www.sharevote.co.uk. To do this, you will need your voting reference numbers (the three numbers quoted overleaf). CREST members can use the CREST electronic proxy voting service.

Voting by poll

At the meeting, voting on all substantive resolutions will take place by poll. On a poll, holders of ordinary shares shall have one vote for every share held. If, having submitted a proxy form, you subsequently attend the meeting in person, you will only need to complete a poll card if you wish to change your voting instructions. If the form is signed by someone else on your behalf, evidence of their authority to sign the form must be sent with the form.

Joint holders

In the case of joint holders, only one need sign the form. In the case of a corporation, the form must be signed as a deed or be appropriately signed by a duly authorised official or officials whose capacity should be stated. The appropriate power of attorney or other authority should be sent with the form.

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RRHE-UBTG-2SRS
Equiniti
Aspect House
Spencer Road
LANCING
BN99 6GQ