Resolutions passed at AGM

UNITED UTILITIES GROUP PLC RESOLUTIONS PASSED 25 JULY 2014 At the annual general meeting held on 25 July 2014, at the Lowry Hotel,Manchester the following resolutions were duly passed. Resolutions 14, and 18were passed as ordinary resolutions and resolutions 15, 16 and 17 as specialresolutions. 14. AUTHORITY TO ALLOT SHARES That the board be generally and unconditionally authorised to allot ordinaryshares pursuant to section 551 of the Companies Act 2006 (the Act) in thecompany and to grant rights to subscribe for or convert any security intoordinary shares in the company: (A) up to an aggregate nominal amount of £11,364,806 (such amount to be reducedby the aggregate nominal amount allotted or granted under paragraph (B) belowin excess of such sum); and (B) comprising equity securities (as defined in section 560(1) of the Act) upto an aggregate nominal amount of £22,729,613 (such amount to be reduced by anyallotments or grants made under paragraph (A) above) in connection with anoffer by way of a rights issue: (i) to ordinary shareholders in proportion (as nearly as may be practicable) totheir existing holdings; and (ii) to holders of other equity securities as required by the rights of thosesecurities or as the board otherwise considers necessary; and so that the board may impose any limits or restrictions and make anyarrangements which it considers necessary or appropriate to deal with treasuryshares, fractional entitlements, record dates, legal, regulatory or practicalproblems in, or under the laws of, any territory or any other matter, suchauthorities to apply until the end of the 2015 annual general meeting of thecompany. During this period the company may make offers and enter intoagreements which would, or might, require shares to be allotted or rights tosubscribe for or convert securities into shares to be granted after theauthority ends and the board may allot shares or grant rights to subscribe foror convert securities into shares under any such offer or agreement as if theauthority had not ended. All authorities vested in the board on the date of thenotice of this meeting to allot shares or grant rights that remain unexercisedat the commencement of this meeting are revoked. 15. DISAPPLICATION OF STATUTORY PRE-EMPTION RIGHTS That, the board be given power to allot equity securities (as defined in theCompanies Act 2006 (the Act)) for cash under the authority given by thatresolution and/or to sell ordinary shares of 5 pence each held by the companyas treasury shares for cash as if section 561 of the Act did not apply to anysuch allotment or sale, such power to be limited: (A) to the allotment of equity securities and sale of treasury shares for cashin connection with an offer of, or invitation to apply for, equity securities(but in the case of the authority granted under paragraph (B) of resolution 14,by way of a rights issue only): (i) to ordinary shareholders in proportion (as nearly as may be practicable) totheir existing holdings; and (ii) to holders of other equity securities, as required by the rights of thosesecurities or, as the board otherwise considers necessary, and so that the board may impose any limits or restrictions and make anyarrangements which it considers necessary or appropriate to deal with treasuryshares, fractional entitlements, record dates, legal, regulatory or practicalproblems in, or under the laws of, any territory or any other matter; and (B) in the case of the authority granted under paragraph (A) of resolution 14and/or in the case of any sale of treasury shares for cash, to the allotment(otherwise than under paragraph (A) above) of equity securities or sale oftreasury shares up to an aggregate nominal amount of £1,704,721, such power toapply until the end of the 2015 annual general meeting of the company. Duringthis period the company may make offers and enter into agreements which would,or might, require equity securities to be allotted (and treasury shares to besold) after the power ends and the board may allot equity securities (and selltreasury shares) under any such offer or agreement as if the power had notended. 16. MARKET PURCHASE OF ITS OWN SHARES BY THE COMPANY That the company be generally and unconditionally authorised for the purposesof section 701 of the Companies Act 2006 (the Act) to make one or more marketpurchases (as defined in section 693(4) of the Act) of its ordinary shares of 5pence each, such power to be limited: (A) to a maximum aggregate number of 68,188,841 ordinary shares; (B) by the condition that the minimum price which may be paid for an ordinaryshare is the nominal amount of that share and the maximum price which may bepaid for an ordinary share is the higher of: (i) an amount equal to 5 per cent above the average market value of an ordinaryshare for the five business days immediately preceding the day on which thatordinary share is contracted to be purchased; and (ii) the higher of the price of the last independent trade and the highestcurrent independent bid on the trading venues where the purchase is carriedout, in each case, exclusive of expenses; such power to apply until the end of the 2015 annual general meeting of thecompany. The company may enter into a contract to purchase ordinary shareswhich will or may be completed or executed wholly or partly after the powerends and the company may purchase ordinary shares pursuant to any such contractas if the power had not ended. 17. NOTICE OF GENERAL MEETING That a general meeting other than an annual general meeting may be called onnot less than 14 clear days' notice. 18. AUTHORISATION OF POLITICAL DONATIONS AND POLITICAL EXPENDITURE That, in accordance with Part 14 of the Companies Act 2006 (the Act), thecompany and each company which is or becomes a subsidiary of the company at anytime during the period for which this resolution has effect be and are herebyauthorised: (A) to make political donations to political parties and/or independentelection candidates to which Part 14 of the Act applies; (B) to make political donations to political organisations other than politicalparties; and (C) to incur political expenditure; in each case during the period beginning with the date of the passing of thisresolution and ending on the conclusion of the 2015 annual general meeting ofthe company. In any event, the aggregate amount of political donations andpolitical expenditure made or incurred by the company and its subsidiariespursuant to this resolution shall not exceed £50,000. United Utilities Group's ordinary shares trade on the London Stock Exchange andits ADRs, each equal to two ordinary shares, trade over the counter under theTrading Symbol "UUGRY".