United Utilities Group PLC — Proxy Solicitation & Information Statement 2019

Mar 31, 2019

United

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Admission and poll card

We are holding our annual general meeting on 26 July 2019 at the Lowry Hotel, 50 Dearmans Place, Chapel Wharf, Salford, 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 2019
2. To declare a final dividend of 27.52p per ordinary share
3. To approve the directors' remuneration report for the year ended 31 March 2019
4. To approve the directors' remuneration policy
5. To reappoint Dr John McAdam as a director
6. To reappoint Steve Mogford as a director
7. To reappoint Russ Houlden as a director
8. To reappoint Steve Fraser as a director
9. To reappoint Mark Clare as a director
10. To reappoint Sara Weller as a director
11. To reappoint Brian May as a director
12. To reappoint Stephen Carter as a director.
13. To reappoint Alison Goligher as a director.

For Against Withheld

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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.

Resolutions	For	Against	Withheld
14. To reappoint Paulette Rowe as a director	☐	☐	☐
15. To elect Sir David Higgins as a director	☐	☐	☐
16. To reappoint KPMG LLP as the auditor	☐	☐	☐
17. To authorise the audit committee of the board to set the auditor's remuneration	☐	☐	☐
18. To authorise the directors to allot shares	☐	☐	☐
19. To disapply statutory pre-emption rights	☐	☐	☐
20. To authorise specific power to disapply pre-emption rights	☐	☐	☐
21. To authorise the company to make market purchases of its own shares	☐	☐	☐
22. To authorise the directors to call general meetings on not less than 14 working days' notice	☐	☐	☐
23. To authorise political donations and political expenditure	☐	☐	☐

Annual general meeting – United Utilities Group PLC, Friday 26 July 2019

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.

• 3362-060-5

Voting ID

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Shareholder ref. no.

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

name of proxy

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United Utilities
a company of
the New University
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 to 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 26 July 2019, 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 excluding public holidays in England and Wales.) Overseas shareholders should contact Equiniti on +44 (0) 121 415 7048.

Recording your votes – Please mark the appropriate box overleaf '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 24 July 2019. 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.

Equiniti
Aspect House
Spencer Road
LANCING
BN99 6GQ
1
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