United Utilities Group PLC — Proxy Solicitation & Information Statement 2020

Jun 12, 2020

P o ll
c a rd

We are holding our annual general meeting on 24 July 2020 at Haweswater House, Lingley Mere Business Park, Lingley Mere Avenue, Great Sankey, Warrington, WA5 3LP. It will start at 11.00 am

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If you have appointed a proxy (other than the chairman of the meeting) 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.

like this Please mark the appropriate box 'for', 'against' or 'withheld' for each resolution in black ink POLL CARD FOR USE AT THE MEETING ONLYxand sign the form where indicated. Please refer to the notice of annual general

Signature

. . . Proxy

	Ple as e h an d t he fo rm in AT TH E E ND O F T HE M EE TIN G.
Re	so lut ion s	Fo r	Ag ain st	W ith he ld
12	the To au au tho dit ris or e t 's r he em au un dit era co tio mm n itte e o f t he bo ard to se t
13	To au tho ris e t he di rec to rs t o a llo t s ha res
14	To di sa pp ly s tat uto ry pre -em pti on rig hts
15	To au tho ris e s pe cif ic p ow er to dis ap ply pr e-e mp tio n r igh ts
16	To its au ow tho n s ha ris e t res he co mp an y t o m ak e m ark et pu rch ase s o f
17	To no au t le tho ss tha ris e t n 1 he 4 c di lea rec r d to ay rs t s' n o c oti all ce ge ne ral m ee tin gs on

meeting for the full text of the resolutions.

Resolutions

1

2

3

4

5

6

7

8

9

10

11

year ended 31 March 2020

To reappoint Sir David Higgins as a director

To reappoint Steve Mogford as a director

To reappoint Mark Clare as a director

To reappoint Brian May as a director

To reappoint Stephen Carter as a director

18

To authorise political donations and political expenditure

To reappoint Alison Goligher as a director.

To reappoint Paulette Rowe as a director

To reappoint KPMG LLP as the auditor

the year ended 31 March 2020

To declare a final dividend of 28.40p per ordinary share

To approve the directors' remuneration report for the

To receive the financial statements and the reports for

For Against Withheld

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Form of proxy-2020.indd 1-2 27/05/2020 12:05:28

corporate.unitedutilities.com

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The results of the poll will be announced through a regulatory information service and will also be made available on the company's website at

Annual general meeting – United Utilities Group PLC, Friday 24 July 2020

Proxy form 3362-065-S Voting ID Task ID Shareholder ref. no. I/We hereby appoint the chairman of the meeting or: name multiple number of of proxy proxies shares to act as my/our proxy at the company's annual general meeting to be held at Haweswater House, Lingley Mere Business Park, Lingley Green Avenue, Great Sankey, Warrington, WA5 3LP at 11.00 am on Friday, 24 July 2020 and at any adjournment. Please refer to the notice of annual general meeting for the full text of the resolutions. This personalised proxy form is not transferable and should be disregarded if you have sold your shareholding. Resolutions For Against Withheld 1 To receive the financial statements and the reports for the year ended 31 March 2020 2 To declare a final dividend of 28.40p per ordinary share 3 To approve the directors' remuneration report for the year ended 31 March 2020 4 To reappoint Sir David Higgins as a director 5 To reappoint Steve Mogford as a director 6 To reappoint Mark Clare as a director 7 To reappoint Brian May as a director 8 To reappoint Stephen Carter as a director 9 To reappoint Alison Goligher as a director 10 To reappoint Paulette Rowe as a director 11 To reappoint KPMG LLP as the auditor 12 To authorise the audit committee of the board to set the auditor's remuneration 13 To authorise the directors to allot shares 14 To disapply statutory pre-emption rights 15 To authorise specific power to disapply pre-emption rights 16 To authorise the company to make market purchases of its own shares 17 To authorise the directors to call general meetings on not less than 14 clear days' notice 18 To authorise political donations and political expenditure Notice of availability The company's annual report and accounts for the financial year ended 31 March 2020 and the notice of annual general meeting are available to view or download from the investors section of the company's website at www.unitedutilities.com/corporate. The results of the poll will be announced through a regulatory information service and will also be available on the company's website. + + SPECIMEN

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Signature Date

Information

Electronic communications

helpin

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

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.

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Form of proxy-2020.indd 3-4 27/05/2020 12:05:28

Please detach and return proxy by post

BN99 6GQ

BN99 6GQ

LANCING

LANCING

Spencer Road

Spencer Road

Equiniti

How to fill in the proxy form – Due to the restrictions and uncertainty caused by the COVID-19 pandemic we recommend that you appoint the chairman of the meeting to vote you shares in accordance with your instructions. The chairman of the meeting will be a shareholder, although ordinarily a proxy need not be a shareholder. A proxy is entitled to exercise all or any of a shareholder's rights to attend, speak and vote at the meeting, if restrictions allow.

Voting less than your entitlement – please enter in the box the number of shares you are authorising the proxy to vote. 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: x . 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) or take a photograph of your completed form and email it to proxyvotes@equiniti.com..

Deadline for submission – To be valid, your proxy instructions must be received no later than 11.00 am on Wednesday 22 July 2020. 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 – 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, and restrictions allowing, a shareholder attends the meeting in person, a further poll card will need to be completed 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.

Aspect House Equiniti BN99 6GQ LANCING Spencer Road Aspect House Equiniti Aspect House SPECIMEN

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