United Utilities Group PLC Notice of Annual General Meeting 2021

United Utilities-NOM-2021.indd 1 30054 1 June 2021 4:14 pm Proof 1 01-Jun-21 5:39:10 PM UNITED UTILITIES GROUP PLC NOTICE OF ANNUAL GENERAL MEETING

Chairman’s Letter

United Utilities Group PLC We will continue to review our AGM Haweswater House, arrangements in light of changes to Lingley Mere Business Park Government guidance and will implement Lingley Green Avenue, Great Sankey whatever measures are required on the Warrington, WA5 3LP day. In the event of changes being made to the arrangements for the meeting, Registered in England and Wales shareholders are encouraged to monitor the AGM page on the company’s website Registered Number 6559020 for any updates. Voting Whatever the restrictions, you are strongly encouraged to exercise your right to vote, you can do this by:

Sir David Higgins › going online at sharevote.co.uk and Chairman voting electronically. To do this you will need the three numbers (voting ID, task ID and shareholder reference number) that are printed on your proxy form; or Dear Shareholder The health and wellbeing of the company’s › complete your proxy voting form shareholders, customers and employees and appoint the chairman of the 2021 Annual General Meeting is of paramount importance. With this in meeting to act in accordance with I am pleased to provide details of the mind, although we are arranging a physical your instructions, and post it to annual general meeting of United Utilities annual general meeting (as required by the the pre-printed address, or take a Group PLC (the ‘company’) (the ‘AGM’ or company’s articles of association), we are photograph of your completed ‘annual general meeting’, or the ‘meeting’) broadcasting the meeting live on the day proxy form and email it to and enclose our notice of meeting and via the internet, enabling shareholders to [email protected]; or form of proxy. The meeting will be held observe the meeting, and submit questions in the Exchange Rooms at Manchester › if you have registered with Equniti’s in writing. Please refer to pages 28 to 29 for online portfolio service, you can Central Convention Complex, Windmill further details and a step-by-step guide on St, Manchester M2 3GX (the ‘venue’), on appoint the chairman as your proxy how to access the broadcast of the AGM. at shareview.co.uk; or Friday 23 July 2021 at 11.00am. The guide also contains details of how to access the broadcast if you hold your › vote in person by attending the The notice of annual general meeting is meeting. set out on pages 10 to 13, together with shares through a nominee or custodian explanatory notes on pages 14 to 23. The account. Please note the broadcast is Proxy votes must be received by 11.00am 31 March 2021 annual report and financial provided for information purposes only on Wednesday 21 July 2021. Further statements are available on our website and shareholders will not form part of information can be found on page 24. along with an electronic copy of this notice the meeting for legal purposes, nor will The results of the poll will be announced of meeting at unitedutilities.com/corporate shareholders be able to vote virtually via to the London Stock Exchange and will the website during the proceedings, as this be published on our website as soon as Important information about the Annual is not permitted by the company’s existing reasonably practicable after the meeting. General Meeting this year articles of association. At the time of writing, whilst some of the restrictions have been lifted, we are still living with the uncertainties associated with the COVID-19 pandemic.

United Utilities-NOM-2021.indd 2 30054 1 June 2021 4:14 pm Proof 1 01-Jun-21 5:39:13 PM www.unitedutilities.com Stock Code: UU.

Chairman’s Letter

United Utilities Group PLC We will continue to review our AGM Final dividend Haweswater House, arrangements in light of changes to Subject to approval at the annual general Lingley Mere Business Park Government guidance and will implement meeting, the final dividend of the financial Lingley Green Avenue, Great Sankey whatever measures are required on the year ended 31 March 2021 of 28.83 pence Warrington, WA5 3LP day. In the event of changes being made per ordinary share will be paid on 2 August to the arrangements for the meeting, 2021 to those members whose names Registered in England and Wales shareholders are encouraged to monitor appear on the register at the close of the AGM page on the company’s website business on 25 June 2021. Registered Number 6559020 for any updates. Recommendation Voting The directors are of the opinion that all Whatever the restrictions, you are strongly resolutions to be proposed at the annual encouraged to exercise your right to vote, general meeting are in the best interests of you can do this by: the shareholders as a whole. Accordingly, › going online at sharevote.co.uk and the board unanimously recommends that voting electronically. To do this you will you vote in favour of all the proposed need the three numbers (voting ID, task resolutions. ID and shareholder reference number) Yours faithfully that are printed on your proxy form; or The health and wellbeing of the company’s › complete your proxy voting form shareholders, customers and employees and appoint the chairman of the is of paramount importance. With this in meeting to act in accordance with mind, although we are arranging a physical your instructions, and post it to annual general meeting (as required by the the pre-printed address, or take a Sir David Higgins company’s articles of association), we are photograph of your completed Chairman broadcasting the meeting live on the day proxy form and email it to via the internet, enabling shareholders to [email protected]; or observe the meeting, and submit questions › if you have registered with Equniti’s in writing. Please refer to pages 28 to 29 for online portfolio service, you can further details and a step-by-step guide on appoint the chairman as your proxy how to access the broadcast of the AGM. at shareview.co.uk; or The guide also contains details of how to access the broadcast if you hold your › vote in person by attending the shares through a nominee or custodian meeting. account. Please note the broadcast is Proxy votes must be received by 11.00am provided for information purposes only on Wednesday 21 July 2021. Further and shareholders will not form part of information can be found on page 24. the meeting for legal purposes, nor will The results of the poll will be announced shareholders be able to vote virtually via to the London Stock Exchange and will the website during the proceedings, as this be published on our website as soon as is not permitted by the company’s existing reasonably practicable after the meeting. articles of association.

United Utilities-NOM-2021.indd 3 30054 1 June 2021 4:14 pm Proof 1 01-Jun-21 5:39:14 PM UNITED UTILITIES GROUP PLC NOTICE OF ANNUAL GENERAL MEETING

Chairman and Chief Executive Officer’s review

We have a deep and strong relationship with the environment and communities of the North West. Our plans ensure we protect and improve the natural environment and for many years we have been at the forefront of addressing climate change. We are proud to be a signatory to the UN’s Race to Zero campaign and we are delivering against all of our six carbon pledges. Our purpose drives us to make a real, positive contribution to the communities we serve through everything we do, and our investment programme plays a significant role in supporting the North West economy.

Sir David Higgins Steve Mogford This excellent start to the delivery of our Chairman Chief Executive Officer AMP7 plans provides a strong platform for us to play our full part in the economic recovery of the communities we serve as the country We have responded well to the challenges Our operational performance has been emerges from the COVID-19 pandemic. of a year that has been dominated by the strong against key metrics and we are Maintaining excellent service to impact of COVID-19 in maintaining service pleased to have met or exceeded over 80 customers whilst supporting our and support so critical to customers in the per cent of our performance commitments employees North West. Our operational performance for year 1 of AMP7. In those areas where Our continued focus on delivering the has been strong, building on the we have fallen short of our target – such best service to customers has never been improvements we delivered in the previous as sewer flooding – we are innovating more important. We delivered significant regulatory period and providing us with a and investing in new technology in order and sustainable improvements over AMP6 great start to achieving our targets for the to improve performance and service to and we ended the period as a leading new 2020–25 price review period (AMP7). customers over the longer term. water and wastewater company. The way This has been an unprecedented year in We witnessed further variability in weather Ofwat measures customer satisfaction which we have had to adapt our operations conditions now characteristic of climate in AMP7 has changed, with C-MeX to protect customers, employees and change. Our region experienced a hot, dry measuring household customer satisfaction supply chain partners from the impact of spring that, coupled with people spending and D-MeX measuring developer COVID-19. more time at home, resulted in a high satisfaction. Despite a challenging level of demand for water. We continued operating environment, customer We responded well to the challenges and to encourage customers to save water satisfaction remains high, earning us an delivered our best ever year of operational through water efficiency programmes, outperformance payment for both C-MeX performance for customers and the helping them to preserve this precious and D-MeX and positioning us in the sector environment. Customer satisfaction resource and save money on their bills. upper quartile for all-round customer remains high and we have made a strong Throughout this period we maintained satisfaction. start against our customer outcome supplies to customers, demonstrating the delivery incentives (ODIs). This year has benefits of our Systems Thinking approach seen us reduce leakage to its lowest ever and supported by the investment we made level and supply interruptions to customers in previous regulatory periods to enhance have been halved. We are on track to the resilience of our services. achieve the maximum 4 star rating in the Environment Agency’s assessment for 2020, and have reduced environmental pollution incidents by around a third.

United Utilities-NOM-2021.indd 4 30054 1 June 2021 4:14 pm Proof 1 01-Jun-21 5:39:17 PM www.unitedutilities.com Stock Code: UU.

Chairman and Chief Executive Officer’s review

We have a deep and strong relationship with The impact of COVID-19 has led to many the environment and communities of the customers facing increasing financial North West. Our plans ensure we protect hardship. At the start of the pandemic and improve the natural environment we saw an increase in the number of and for many years we have been at the customers needing affordability support forefront of addressing climate change. We and the initiatives we put in place in are proud to be a signatory to the UN’s Race AMP6 enabled us to respond swiftly to Zero campaign and we are delivering and effectively. We were the first water against all of our six carbon pledges. Our company to secure support and regulatory purpose drives us to make a real, positive approval for an extension to the scale contribution to the communities we and scope of our social tariff, providing serve through everything we do, and our an additional £15 million to help a further investment programme plays a significant 45,000 customers. We had to consider role in supporting the North West economy. the appropriateness of continuing our normal billing and collection activities and This excellent start to the delivery of our the most suitable means of engagement. AMP7 plans provides a strong platform for us As part of our COVID-19 response, we to play our full part in the economic recovery proactively encouraged customers to of the communities we serve as the country contact us if they had been impacted Our operational performance has been emerges from the COVID-19 pandemic. financially by the pandemic. We carried strong against key metrics and we are Maintaining excellent service to out targeted activities aligned to specific pleased to have met or exceeded over 80 customers whilst supporting our customer segments and changes in per cent of our performance commitments employees customer behaviour to engage with for year 1 of AMP7. In those areas where Our continued focus on delivering the customers, ensuring they knew they we have fallen short of our target – such best service to customers has never been could talk to us about their water bill, and as sewer flooding – we are innovating more important. We delivered significant highlighting alternative ways to pay. and investing in new technology in order and sustainable improvements over AMP6 We could not have delivered such great to improve performance and service to and we ended the period as a leading customers over the longer term. service to customers during this time water and wastewater company. The way without highly engaged and motivated We witnessed further variability in weather Ofwat measures customer satisfaction colleagues right across the organisation conditions now characteristic of climate in AMP7 has changed, with C-MeX who demonstrate tremendous resilience change. Our region experienced a hot, dry measuring household customer satisfaction and adaptability to deliver for a region hard spring that, coupled with people spending and D-MeX measuring developer hit by the pandemic. To keep employees more time at home, resulted in a high satisfaction. Despite a challenging safe, early on in the year we moved 60 per level of demand for water. We continued operating environment, customer cent of our workforce to home working to encourage customers to save water satisfaction remains high, earning us an and the remainder continued working at through water efficiency programmes, outperformance payment for both C-MeX our COVID-19 secure facilities. We have helping them to preserve this precious and D-MeX and positioning us in the sector continued to work in this way in line with resource and save money on their bills. upper quartile for all-round customer the government roadmap out of lockdown, Throughout this period we maintained satisfaction. whilst defining and shaping the way for supplies to customers, demonstrating the future working. Our employee engagement benefits of our Systems Thinking approach score this year positioned us above the and supported by the investment we made norm for UK high performing companies in previous regulatory periods to enhance – a remarkable score given the past year the resilience of our services. and testimony to the cohesiveness of the United Utilities team.

United Utilities-NOM-2021.indd 5 30054 1 June 2021 4:14 pm Proof 1 01-Jun-21 5:39:17 PM UNITED UTILITIES GROUP PLC NOTICE OF ANNUAL GENERAL MEETING

Chairman and Chief Executive Officer’s review

Transforming into a digital utility Underlying earnings per share is 56.2 pence, Given the uncertainty created by the Through our Systems Thinking approach a decrease of 21 per cent but more than COVID-19 pandemic, the recoverability of we make use of technology, automation covering the dividend for the year. The household debtors has been a key area of and machine intelligence to deliver better anticipated decrease is due to lower allowed focus. It has been an area of focus for us for performance for customers and the regulatory revenue in the first year of the most of the last decade, during which we environment. new regulatory period, and an increase in have managed the position robustly. This infrastructure renewals expenditure due to manifests itself in the balance reducing Through implementation of Dynamic planned work to optimise the performance from £115 million in 2016 to £78 million Network Management – an example of the of our network, higher depreciation in 2021. Our net debtor balance as at 31 most advanced form of Systems Thinking reflecting continued investment in the March 2021 is the lowest it has been for in the water sector – we are shifting from asset base and a slight increase in the five years and is one of the best managed reactive management of our wastewater remaining cost base. This is partly offset positions in the sector. Knowing this gives network to using a web of sensors that by a decrease in the underlying net finance us added confidence as we emerge from will provide near real-time performance expense reflecting lower inflation applied to the pandemic. information. This new digital capability our index-linked debt. We have simplified will optimise performance in a predictive our approach to alternative performance We have retained our policy of targeting and preventative way, delivering greater measures (APMs) this year and are no gearing of 55–65 per cent, measured efficiency, improved service to customers longer, as a matter of course, adjusting our as net debt to regulatory capital value, and helping to enhance the environment. underlying earnings for restructuring costs, for this new regulatory period and at 62 net pension interest, capitalised borrowing per cent, our gearing remains within this We recognise the benefits to be gained target range. During the year, we changed through building digital skills among our costs and prior years’ tax matters. This brings our approach more in line with our definition of net debt to exclude the workforce, and our purpose-built technical impact of derivatives that are not hedging training academy, established in 2014, has peers and therefore makes cross-company comparisons easier. specific debt instruments. This provides provided skills development and certification a better reflection of the debt balances to over 2,800 colleagues. The focus on Reported earnings per share is 66.5 we are contractually obliged to repay digital skills means that we have the in-house pence per share, which is higher than the and is more consistent with the approach ability to develop and deploy breakthrough underlying figure, mainly due to fair value taken by credit rating agencies and the technologies at pace and efficiently. movements. Adjusting items are outlined regulatory economics. Our gearing policy We make extensive use of apps, many of in the reconciliation table on pages 82 is supportive of United Utilities Water which are developed in-house, to create and 83 of the annual report and financial Limited’s A3 credit rating with Moody’s and digital capability for our field and customer statements 2021, and reflect our change in we have liquidity extending out to August service facing teams. Our new voids app, approach to APMs with prior year numbers 2023. This provides us with resilience and aimed at unbilled but occupied properties, re-presented for comparability. financial flexibility as we progress through AMP7 and demonstrates our prudent and has helped us to earn the maximum customer The board has proposed a final dividend of ODI outperformance payment on voids this responsible approach to financial risk 28.83 pence per ordinary share, taking the management. year as well as securing future year benefits total dividend for 2020/21 to 43.24 pence. of a further £24 million over AMP7. This is an increase of 1.5 per cent, in line We have eliminated our pension funding Delivering a robust financial performance with our policy in this regulatory period of deficit on a low-dependency basis and We have delivered another year of robust targeting an annual growth rate of CPIH our pension position is in surplus on an financial performance, supported by the inflation through to 2025. IAS 19 basis. Having no pension funding strength of our balance sheet. deficit puts us at an underlying advantage Our balance sheet continues to be versus most other companies in the one of the strongest in the sector, with sector, as well as against many companies low customer debtor risk, net debt to in the Financial Times Stock Exchange regulatory capital value within our target range and a pension scheme that is fully funded on a low dependency basis.

United Utilities-NOM-2021.indd 6 30054 1 June 2021 4:14 pm Proof 1 01-Jun-21 5:39:17 PM www.unitedutilities.com Stock Code: UU.

Chairman and Chief Executive Officer’s review

Underlying earnings per share is 56.2 pence, Given the uncertainty created by the (FTSE), that continue to make cash a decrease of 21 per cent but more than COVID-19 pandemic, the recoverability of contributions into their pension schemes covering the dividend for the year. The household debtors has been a key area of to achieve a fully funded position. We anticipated decrease is due to lower allowed focus. It has been an area of focus for us for are proud to have already achieved this, regulatory revenue in the first year of the most of the last decade, during which we protecting employees past and present new regulatory period, and an increase in have managed the position robustly. This and shareholders from the risk of a large infrastructure renewals expenditure due to manifests itself in the balance reducing pension deficit. planned work to optimise the performance from £115 million in 2016 to £78 million of our network, higher depreciation in 2021. Our net debtor balance as at 31 In November 2020, we published our reflecting continued investment in the March 2021 is the lowest it has been for new sustainable finance framework, asset base and a slight increase in the five years and is one of the best managed which allows us to raise financing based remaining cost base. This is partly offset positions in the sector. Knowing this gives on our strong environmental, social by a decrease in the underlying net finance us added confidence as we emerge from and governance (ESG) credentials. This expense reflecting lower inflation applied to the pandemic. replaces the green funding we have our index-linked debt. We have simplified previously secured through the European our approach to alternative performance We have retained our policy of targeting Investment Bank (EIB), which is no longer measures (APMs) this year and are no gearing of 55–65 per cent, measured available post-Brexit. We issued our debut longer, as a matter of course, adjusting our as net debt to regulatory capital value, sustainable bond in January 2021 and were underlying earnings for restructuring costs, for this new regulatory period and at 62 extremely pleased by the high level of net pension interest, capitalised borrowing per cent, our gearing remains within this interest. As a result, we secured not only costs and prior years’ tax matters. This target range. During the year, we changed our lowest ever coupon at that particular brings our approach more in line with our definition of net debt to exclude the maturity, but also the lowest ever coupon peers and therefore makes cross-company impact of derivatives that are not hedging for any UK corporate at that maturity, comparisons easier. specific debt instruments. This provides locking in financing outperformance. a better reflection of the debt balances Reported earnings per share is 66.5 we are contractually obliged to repay Good start to the new regulatory pence per share, which is higher than the and is more consistent with the approach period (AMP7) underlying figure, mainly due to fair value taken by credit rating agencies and the We are performing well against the principal movements. Adjusting items are outlined regulatory economics. Our gearing policy areas of our regulatory contract for AMP7 in the reconciliation table on pages 82 is supportive of United Utilities Water despite many targets getting tougher. and 83 of the annual report and financial Limited’s A3 credit rating with Moody’s and Our accelerated investment strategy and statements 2021, and reflect our change in we have liquidity extending out to August digital transformation is delivering value approach to APMs with prior year numbers 2023. This provides us with resilience and across the breadth of our customer outcome re-presented for comparability. financial flexibility as we progress through delivery incentives (ODIs). The £21 million AMP7 and demonstrates our prudent and The board has proposed a final dividend of outperformance payment earned this year responsible approach to financial risk is ten times the performance we delivered 28.83 pence per ordinary share, taking the management. total dividend for 2020/21 to 43.24 pence. in the first year of AMP6. The net reward This is an increase of 1.5 per cent, in line We have eliminated our pension funding earned this year will be reflected in an with our policy in this regulatory period of deficit on a low-dependency basis and increase to revenues earned in 2022/23. targeting an annual growth rate of CPIH our pension position is in surplus on an This provides a great platform for continued inflation through to 2025. IAS 19 basis. Having no pension funding delivery against our customer ODIs for deficit puts us at an underlying advantage the remainder of the AMP and gives us Our balance sheet continues to be versus most other companies in the the confidence to target a cumulative one of the strongest in the sector, with sector, as well as against many companies outperformance payment of around £150 low customer debtor risk, net debt to in the Financial Times Stock Exchange million for the 2020–25 period. regulatory capital value within our target range and a pension scheme that is fully funded on a low dependency basis.

United Utilities-NOM-2021.indd 7 30054 1 June 2021 4:14 pm Proof 1 01-Jun-21 5:39:17 PM UNITED UTILITIES GROUP PLC NOTICE OF ANNUAL GENERAL MEETING

Chairman and Chief Executive Officer’s review

Thanks to our good performance in Having achieved our climate change We want fantastic people from a range of AMP6, we started AMP7 at a totex run objectives up to 2020, reducing greenhouse different backgrounds and life experiences rate which supports delivery of our AMP7 gas emission by 73 per cent, we made to enable us to deliver a great public scope within our Final Determination six carbon pledges and have made good service, and we are committed to creating totex allowance. Since accepting our Final progress against them all. From October of a diverse and inclusive workforce, Determination, our investment plan has this year, 100 per cent of our electricity will reaching and recruiting from every part been extended by a further £300 million, be sourced from renewable technologies and of our community. We were delighted to which we expect to be fully remunerated we have set ambitious science-based scope be one of the top one per cent of 15,000 through regulatory mechanisms, with this 3 emissions targets that have been submitted companies across Europe in the Financial expenditure extending our environmental for endorsement by the Science Based Times’ Statista Survey for Diversity and programme, accelerating our digital Targets initiative (SBTi). Inclusion Leadership and to achieve transformation and exploiting spend to inclusion in the Bloomberg Gender Equality save opportunities. Our Catchment Systems Thinking (CaST) Index. approach continues to mature. We have While we continue to seek efficiencies in the been working with the Environment We operate in a manner that aims to maintain delivery of totex, as we have demonstrated Agency (EA) and other stakeholders to high ethical standards of business conduct through the £300 million extension to our develop a North West natural capital and corporate governance. We have attained totex plans, we will invest totex where we baseline and once this process is complete, World Class status on the Dow Jones are confident we can deliver improved we will engage with other partners across Sustainability Index for the 14th consecutive customer or environmental outcomes and the region to drive a consistent approach year. We were delighted to retain the Fair better customer ODI performance. to delivering greater natural capital value. Tax Mark independent certification which This year, we pledged a £300,000 CaST recognises our commitment to paying our On financing performance, we have Fund, for which charities and community fair share of tax and acting in an open and consistently issued debt at efficient rates groups are able to bid, to boost the idea transparent manner in relation to our tax that compare favourably with the industry of working collaboratively to address the affairs. We continue to focus on our long- average, thanks to our leading treasury challenges facing the environment. term financial resilience, supported by our management, clear and transparent strong balance sheet and prudent approach financial risk management policies, and We are in a unique position to make a real, to financial risk management, maintaining ability to act swiftly to access pockets of positive contribution to society and have a responsible level of gearing and well- opportunity as they arise. This delivered an ambitious and innovative approach to controlled pension position for many years. significant financing outperformance during addressing affordability and vulnerability. AMP6 and the rates we have already locked We have an extensive range of schemes Outlook in for AMP7 compare favourably with the available to help customers and around We started the new regulatory period as price review assumptions. 200,000 are currently benefiting from that one of the sector’s best performers and help. We are providing more customers ESG at our heart have delivered further improvements this than ever with access to Priority Services year, giving us the confidence that we will Our purpose drives us to deliver our in times of need, with over 133,000 now continue to be able to meet our targets services in an environmentally sustainable, on our register. We have committed to across AMP7. Our transformation to a economically beneficial and socially providing £71 million in financial support digital utility is helping us operate more responsible manner and what we do creates over AMP7, and have accelerated efficiently and deliver better service to a deep connection with the stakeholders payments this year to provide much customers whilst protecting and improving we serve. We have a long-standing needed assistance to households struggling the natural environment. Although it commitment to deliver against our ESG as a result of the economic impact of the remains uncertain how the country will objectives and we have a strong track pandemic. During the early stages of the emerge from the COVID-19 pandemic, we record of doing so. We are also looking to pandemic, recognising the importance have proven to be resilient over this period our supply chain partners to adopt these of cash flow to businesses, we took swift and will continue to rise to the challenges values and objectives via the United Supply action to accelerate payment terms with that lie ahead, playing our part in the Chain (USC) initiative, a fundamental step suppliers, paying them within seven days recovery of the North West economy. change as to how we engage with them in where possible. AMP7 and into AMP8.

United Utilities-NOM-2021.indd 8 30054 1 June 2021 4:14 pm Proof 1 01-Jun-21 5:39:17 PM www.unitedutilities.com Stock Code: UU.

Chairman and Chief Executive Officer’s review

Having achieved our climate change We want fantastic people from a range of Grateful to our stakeholders objectives up to 2020, reducing greenhouse different backgrounds and life experiences for their support gas emission by 73 per cent, we made to enable us to deliver a great public We would like to express our gratitude to our six carbon pledges and have made good service, and we are committed to creating highly engaged and motivated employees progress against them all. From October of a diverse and inclusive workforce, and supply chain partners who have shown this year, 100 per cent of our electricity will reaching and recruiting from every part great resilience and adaptability in continuing be sourced from renewable technologies and of our community. We were delighted to to deliver excellent performance over such we have set ambitious science-based scope be one of the top one per cent of 15,000 a challenging period, and we extend our thanks to customers, shareholders and other 3 emissions targets that have been submitted companies across Europe in the Financial stakeholders for their continued support. for endorsement by the Science Based Times’ Statista Survey for Diversity and Targets initiative (SBTi). Inclusion Leadership and to achieve inclusion in the Bloomberg Gender Equality Our Catchment Systems Thinking (CaST) Index. approach continues to mature. We have been working with the Environment We operate in a manner that aims to maintain Agency (EA) and other stakeholders to high ethical standards of business conduct develop a North West natural capital and corporate governance. We have attained Sir David Higgins baseline and once this process is complete, World Class status on the Dow Jones Chairman we will engage with other partners across Sustainability Index for the 14th consecutive the region to drive a consistent approach year. We were delighted to retain the Fair to delivering greater natural capital value. Tax Mark independent certification which This year, we pledged a £300,000 CaST recognises our commitment to paying our Fund, for which charities and community fair share of tax and acting in an open and Steve Mogford groups are able to bid, to boost the idea transparent manner in relation to our tax Chief Executive Officer of working collaboratively to address the affairs. We continue to focus on our long- challenges facing the environment. term financial resilience, supported by our strong balance sheet and prudent approach We are in a unique position to make a real, to financial risk management, maintaining positive contribution to society and have Annual report and a responsible level of gearing and well- financial statements an ambitious and innovative approach to controlled pension position for many years. addressing affordability and vulnerability. Our 2021 annual report and financial We have an extensive range of schemes Outlook statements can be accessed at available to help customers and around We started the new regulatory period as unitedutilities.com/corporate 200,000 are currently benefiting from that one of the sector’s best performers and help. We are providing more customers have delivered further improvements this than ever with access to Priority Services year, giving us the confidence that we will in times of need, with over 133,000 now continue to be able to meet our targets on our register. We have committed to across AMP7. Our transformation to a providing £71 million in financial support digital utility is helping us operate more over AMP7, and have accelerated efficiently and deliver better service to payments this year to provide much customers whilst protecting and improving needed assistance to households struggling the natural environment. Although it as a result of the economic impact of the remains uncertain how the country will pandemic. During the early stages of the emerge from the COVID-19 pandemic, we pandemic, recognising the importance have proven to be resilient over this period of cash flow to businesses, we took swift and will continue to rise to the challenges action to accelerate payment terms with that lie ahead, playing our part in the suppliers, paying them within seven days recovery of the North West economy. where possible.

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Notice of Annual General Meeting

This document is important and requires your immediate attention Resolution 12: election of a director If you are in doubt as to the action you should take, you are recommended to seek That Doug Webb be elected as a director. your own financial advice from your stockbroker, bank manager, solicitor, accountant or other independent adviser who, if you are taking advice in the United Kingdom, is Resolution 13: reappointment of auditor duly authorised under the Financial Services and Markets Act 2000 or an appropriately That KPMG LLP be reappointed as auditor authorised independent financial adviser if you are in a territory outside the United of the company. Kingdom. If you have sold or otherwise transferred all your shares in United Utilities Group PLC, you should pass this document, together with all accompanying documents, to Resolution 14: remuneration of auditor the bank, stockbroker or other agent through whom the sale or transfer was effected for That the audit committee of the board transmission to the purchaser or transferee. be authorised to set the auditor’s remuneration. Notice of 2021 annual general Resolution 3: to approve the directors’ Resolution 15: authorising the directors to meeting (AGM) remuneration report allot shares Notice is given that the AGM of United That the directors’ remuneration report That the board be generally and Utilities Group PLC (the company) will (other than the part containing the unconditionally authorised to allot ordinary be held at 11.00am on Friday 23 July 2021 directors’ remuneration policy) for the year shares pursuant to section 551 of the in the Exchange Rooms at Manchester ended 31 March 2021 be approved. Companies Act 2006 (the Act) in the company and to grant rights to subscribe for Central Convention Complex, Windmill Resolution 4: reappointment of a director St, Manchester M2 3GX to transact the or convert any security into ordinary shares That Sir David Higgins be reappointed as a in the company: business set out below. director. (A) up to a nominal amount of £11,364,806 Resolutions 1 to 15, and 21 will be proposed Resolution 5: reappointment of a director as ordinary resolutions and resolutions (such amount to be reduced by any That Steve Mogford be reappointed as a 16 to 20 will be proposed as special allotments or grants made under director. resolutions. paragraph (B) below in excess of such Resolution 6: election of a director sum); and The board considers each resolution to be proposed at the AGM would promote the That Phil Aspin be elected as a director. (B) comprising equity securities (as defined in section 560(1) of the Act) up to a success of the company for the benefit of Resolution 7: reappointment of a director its members as a whole, and unanimously nominal amount of £22,729,613 (such That Mark Clare be reappointed as a amount to be reduced by any allotments recommends shareholders to vote in director. favour of all resolutions, as they intend to or grants made under paragraph (A) do in respect of their own shareholdings. Resolution 8: reappointment of a director above) in connection with an offer by The formal resolutions are set out on the That Stephen Carter be reappointed as a way of a rights issue: following pages, along with explanatory director. (i) to ordinary shareholders in notes given in respect of each resolution. Resolution 9: election of a director proportion (as nearly as may Resolution 1: annual report and financial That Kath Cates be elected as a director. be practicable) to their existing statements holdings; and Resolution 10: reappointment of a That the audited annual report and director (ii) to holders of other equity securities financial statements for the year ended 31 as required by the rights of those That Alison Goligher be reappointed as a March 2021 be received. securities or as the board otherwise director. Resolution 2: declaration of dividend considers necessary, Resolution 11: reappointment of a director That the final dividend of 28.83 pence per and so that the board may impose any limits ordinary share be declared. That Paulette Rowe be reappointed as a or restrictions and make any arrangements director. which it considers necessary or appropriate to deal with treasury shares, fractional entitlements, record dates, legal, regulatory

United Utilities-NOM-2021.indd 10 30054 1 June 2021 4:14 pm Proof 1 01-Jun-21 5:39:18 PM www.unitedutilities.com Stock Code: UU.

Notice of Annual General Meeting

Resolution 12: election of a director or practical problems in, or under the laws That Doug Webb be elected as a director. of, any territory or any other matter, such power to apply until the end of the 2022 Resolution 13: reappointment of auditor annual general meeting of the company That KPMG LLP be reappointed as auditor but, in each case, during this period the of the company. company may make offers and enter into agreements which would, or might, require Resolution 14: remuneration of auditor shares to be allotted or rights to subscribe That the audit committee of the board for or convert securities into shares to be be authorised to set the auditor’s granted after the authority ends and the remuneration. board may allot shares or grant rights to subscribe for or convert securities into Resolution 3: to approve the directors’ Resolution 15: authorising the directors to shares under any such offer or agreement remuneration report allot shares as if the authority had not ended. All That the directors’ remuneration report That the board be generally and authorities vested in the board on the date (other than the part containing the unconditionally authorised to allot ordinary of the notice of this meeting to allot shares directors’ remuneration policy) for the year shares pursuant to section 551 of the or grant rights that remain unexercised at ended 31 March 2021 be approved. Companies Act 2006 (the Act) in the the commencement of this meeting are company and to grant rights to subscribe for revoked. Resolution 4: reappointment of a director or convert any security into ordinary shares Resolution 16: general power to disapply That Sir David Higgins be reappointed as a in the company: director. statutory pre-emption rights (A) up to a nominal amount of £11,364,806 That, if resolution 15 is passed, the Resolution 5: reappointment of a director (such amount to be reduced by any board be given the power to allot equity That Steve Mogford be reappointed as a allotments or grants made under securities (as defined in the Companies director. paragraph (B) below in excess of such Act 2006 (the Act)) for cash under the Resolution 6: election of a director sum); and authority given by that resolution and/or to sell ordinary shares of five pence each held That Phil Aspin be elected as a director. (B) comprising equity securities (as defined by the company as treasury shares for cash in section 560(1) of the Act) up to a Resolution 7: reappointment of a director as if section 561 of the Act did not apply to nominal amount of £22,729,613 (such any such allotment or sale, such power to That Mark Clare be reappointed as a amount to be reduced by any allotments be limited: director. or grants made under paragraph (A) Resolution 8: reappointment of a director above) in connection with an offer by (A) to the allotment of equity securities That Stephen Carter be reappointed as a way of a rights issue: and sale of treasury shares for cash in connection with an offer of, or director. (i) to ordinary shareholders in invitation to apply for, equity securities proportion (as nearly as may Resolution 9: election of a director (but in the case of the authority granted be practicable) to their existing That Kath Cates be elected as a director. under paragraph (B) of resolution 15, by holdings; and Resolution 10: reappointment of a way of a rights issue only): (ii) to holders of other equity securities director (i) to ordinary shareholders in as required by the rights of those That Alison Goligher be reappointed as a proportion (as nearly as may securities or as the board otherwise director. be practicable) to their existing considers necessary, holdings; and Resolution 11: reappointment of a director and so that the board may impose any limits That Paulette Rowe be reappointed as a or restrictions and make any arrangements (ii) to holders of other equity securities, director. which it considers necessary or appropriate as required by the rights of those to deal with treasury shares, fractional securities or, as the board otherwise entitlements, record dates, legal, regulatory considers necessary,

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Notice of Annual General Meeting

and so that the board may impose any (A) limited to the allotment of equity limits or restrictions and make any securities or sale of treasury shares up arrangements which it considers necessary to a nominal amount of £1,704,721; and or appropriate to deal with treasury shares, fractional entitlements, record dates, legal, (B) used only for the purposes of regulatory or practical problems in, or financing a transaction which the under the laws of, any territory or any other board of the company determines matter; and to be an acquisition or other capital investment of a kind contemplated (B) in the case of the authority granted by the Statement of Principles on under paragraph (A) of resolution Disapplying Pre-Emption Rights most 15 and/or in the case of any sale recently published by the Pre-Emption of treasury shares for cash, to the Group prior to the date of this notice allotment (otherwise than under or for the purposes of refinancing such paragraph (A) above) of equity a transaction within six months of its securities or sale of treasury shares up taking place, to a nominal amount of £1,704,721, such power to apply until the end of the such power to apply until the end of 2022 annual general meeting but, in each the 2022 annual general meeting of the case, during this period the company may company but, in each case, during this make offers, and enter into agreements, period the company may make offers which would, or might, require equity and enter into agreements which would, securities to be allotted (and treasury or might, require equity securities to be shares to be sold) after the power ends and allotted (and treasury shares to be sold) the board may allot equity securities (and after the power ends and the board may sell treasury shares) under any such offer or allot equity securities (and sell treasury agreement as if the power had not ended. shares) under any such offer or agreement as if the power had not ended. Resolution 18: authorising the company to make market purchases of its own shares Resolution 17 specific power to disapply That the company be generally and pre-emption rights in connection with unconditionally authorised for the purposes an acquisition or specified capital of section 701 of the Companies Act 2006 investment (the Act) to make one or more market That, if resolution 15 is passed, the board purchases (as defined in section 693(4) of be given the power, in addition to any the Act) of its ordinary shares of five pence power granted, under resolution 16 to each, such power to be limited: allot equity securities (as defined in the Companies Act 2006 (the Act)) for (A) to a maximum aggregate number of cash under the authority granted under 68,188,841 ordinary shares of five pence paragraph (A) of resolution 15 and/or to sell each; and ordinary shares held by the company as (B) by the condition that the minimum treasury shares for cash as if section 561 of price which may be paid for an ordinary the Act did not apply to any such allotment share is the nominal amount of that or sale, such power to be: share and the maximum price which may be paid for an ordinary share is the higher of:

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Notice of Annual General Meeting

(A) limited to the allotment of equity (i) an amount equal to 5 per cent Resolution 21: authorising political securities or sale of treasury shares up above the middle market value of an donations and political expenditure to a nominal amount of £1,704,721; and ordinary share (as derived from the That, in accordance with Part 14 of the London Stock Exchange plc’s Daily (B) used only for the purposes of Companies Act 2006 (the Act), the Official List) for the five business company and each company which is or financing a transaction which the days immediately preceding the board of the company determines becomes a subsidiary of the company at day on which that ordinary share is any time during the period for which this to be an acquisition or other capital contracted to be purchased; and investment of a kind contemplated resolution has effect, be and are hereby by the Statement of Principles on (ii) the higher of (i) the price of the last authorised: Disapplying Pre-Emption Rights most independent trade of an ordinary (A) to make political donations to political recently published by the Pre-Emption share; and (ii) the highest current parties and/or independent election Group prior to the date of this notice independent bid for an ordinary candidates; or for the purposes of refinancing such share on the trading venues where a transaction within six months of its the purchase is carried out, (B) to make political donations to political taking place, organisations other than political in each case, exclusive of expenses. parties; and such power to apply until the end of the 2022 annual general meeting but, in each Such power to apply until the end of (C) to incur political expenditure; case, during this period the company may the 2022 annual general meeting of the company. The company may enter into a in each case during the period beginning make offers, and enter into agreements, with the date of the passing of this which would, or might, require equity contract to purchase ordinary shares which will or may be completed or executed resolution and ending on the conclusion securities to be allotted (and treasury of the 2022 annual general meeting of shares to be sold) after the power ends and wholly or partly after the power ends and the company may purchase ordinary shares the company. In any event, the aggregate the board may allot equity securities (and amount of political donations and sell treasury shares) under any such offer or pursuant to any such contract as if the power had not ended. political expenditure made or incurred agreement as if the power had not ended. by the company and its subsidiaries Resolution 18: authorising the company to Resolution 19: articles of association pursuant to this resolution shall not make market purchases of its own shares That with effect from the conclusion exceed £50,000. For the purposes of this That the company be generally and of the AGM the articles of association resolution the terms ‘political donations’, unconditionally authorised for the purposes produced to the meeting and initialled ‘independent election candidates’, ‘political of section 701 of the Companies Act 2006 by the Chairman of the meeting (for the organisations’, ‘political expenditure’ and (the Act) to make one or more market purposes of identification) be adopted as ‘political parties’ have the meanings set out purchases (as defined in section 693(4) of the company’s articles of association in in sections 363 to 365 of the Act. the Act) of its ordinary shares of five pence substitution for, and to the exclusion of, each, such power to be limited: the existing articles of association of the company. By order of Registered office: (A) to a maximum aggregate number of the board: Haweswater House Resolution 20: notice of general meeting 68,188,841 ordinary shares of five pence Simon Gardiner Lingley Mere Business each; and That a general meeting other than an Company Park annual general meeting may be called on Secretary Lingley Green Avenue (B) by the condition that the minimum not less than 14 clear days’ notice. 26 May 2021 Great Sankey price which may be paid for an ordinary Warrington share is the nominal amount of that WA5 3LP share and the maximum price which may be paid for an ordinary share is the higher of:

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Explanatory notes of resolutions

Resolution 1: annual report and financial Resolutions 4 to 12: reappointment/ Executive and non-executive directors offering themselves for reappointment/election statements election of directors The directors are required to lay before the The board is mindful of the recommendation meeting the annual report and financial contained within the Financial Reporting statements of the company for the year Council’s 2018 UK Corporate Governance ended 31 March 2021, the strategic report, Code (the code) that all directors of FTSE the directors’ report, the remuneration 350 companies should be subject to annual report and the audited parts thereof, appointment by shareholders. All directors and the auditor’s report on the financial retire at the AGM, the biographies of those statements. offering themselves for reappointment/ Responsibilities: Responsible for the leadership election are set out on the following pages. Resolution 2: declaration of dividend of the board, setting its agenda and ensuring its effectiveness on all aspects of its role. The board is recommending a final dividend With the exception of the Chairman, who of 28.83 pence per ordinary share. If met the independence criteria as set out Qualifications: BEng Civil Engineering, Diploma approved, it will be paid on 2 August 2021 to in provision 10 of the code when he was Securities Institute of Australia, Fellow of the the shareholders on the register at the close appointed, all our non-executive directors Institute of Civil Engineers and the Royal Academy of business on 25 June 2021. are determined to be independent in of Engineering. accordance with provision 10 of the Appointment to the board: May 2019; appointed as Resolution 3: directors’ remuneration report code and free from any business or other Chairman in January 2020. In accordance with the Companies Act relationship which could compromise Skills and experience: Sir David has spent his career 2006, the company proposes an ordinary their independent judgement. Should they overseeing high profile infrastructure projects, resolution to approve the directors’ need it, the non-executive directors are including: the delivery of the Sydney Olympic remuneration report for the financial supported in their role by the ability to Village and Aquatics centre; Bluewater Shopping year ended 31 March 2021. The directors’ seek independent specialist advice. Centre, Kent; and the delivery of the 2012 London remuneration report can be found on Olympic Infrastructure Project. As confirmed by the board evaluation pages 160 to 189 of the annual report Career experience: Sir David was previously chief and financial statements 2021 and for exercise, conducted by external provider, executive of: Network Rail Limited; The Olympic the purposes of this resolution, does Independent Audit Limited, the board Delivery Authority; and English Partnerships. He not include the parts of the directors’ fully endorses the reappointment/election has held non-executive roles as chairman of both remuneration report containing the of the directors offering themselves for High Speed Two Limited and Sirius Minerals plc. In directors’ remuneration policy which the same at the AGM. All of whom are December 2019 he stepped down as non-executive is set out on pages 182 to 188. The vote considered to be making a valuable and director and chair of the remuneration committee at on resolution 3 is advisory only and the effective contribution to the board. All the Commonwealth Bank of Australia. directors’ entitlement to remuneration is non-executive directors were considered Current directorships/business interests: Chairman not conditional on it being passed. to be independent and demonstrating of Gatwick Airport Limited and a member of the the expected level of commitment to Council at the London School of Economics. He is their roles. The board recommends Chairman of United Utilities Water Limited. that shareholders vote all the directors, Independence: Sir David met the 2018 UK offering themselves for reappointment/ Corporate Governance Code’s independence election, back into office at the 2021 AGM. criteria (provision 10) on his appointment as a non- Biographical details of the directors can be executive director and chairman designate. found on pages 15 to 19 of this document Specific contribution to the company’s long- along with the specific reasons why each term success: Sir David’s experience of major director’s contribution is, and continues to infrastructure projects and his knowledge and be, important to the company’s long-term understanding of the role of regulators will be sustainable success. invaluable in meeting the challenges of the current regulatory period and beyond. As chairman of the nomination committee, he is responsible for ensuring the succession plans for the board and senior management identify the right skillsets to face the challenges of the business. 14

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Explanatory notes of resolutions

Resolutions 4 to 12: reappointment/ Executive and non-executive directors offering themselves for reappointment/election election of directors The board is mindful of the recommendation Steve Mogford contained within the Financial Reporting Sir David Higgins Chief Executive Council’s 2018 UK Corporate Governance Chairman Officer Code (the code) that all directors of FTSE 350 companies should be subject to annual appointment by shareholders. All directors retire at the AGM, the biographies of those offering themselves for reappointment/ Responsibilities: Responsible for the leadership Responsibilities: To manage the group’s business election are set out on the following pages. of the board, setting its agenda and ensuring its and to implement the strategy and policies approved With the exception of the Chairman, who effectiveness on all aspects of its role. by the board. met the independence criteria as set out Qualifications: BEng Civil Engineering, Diploma Qualifications: BSc (Hons) Astrophysics/Maths/ in provision 10 of the code when he was Securities Institute of Australia, Fellow of the Physics. Institute of Civil Engineers and the Royal Academy appointed, all our non-executive directors Appointment to the board: January 2011. are determined to be independent in of Engineering. Skills and experience: Steve’s experience of the Appointment to the board: May 2019; appointed as accordance with provision 10 of the highly competitive defence market and of complex Chairman in January 2020. code and free from any business or other design, manufacturing and support programmes has relationship which could compromise Skills and experience: Sir David has spent his career driven forwards the board’s strategy of improving their independent judgement. Should they overseeing high profile infrastructure projects, customer service and operational performance at need it, the non-executive directors are including: the delivery of the Sydney Olympic United Utilities. His perspective of the construction supported in their role by the ability to Village and Aquatics centre; Bluewater Shopping and infrastructure sector provides valuable seek independent specialist advice. Centre, Kent; and the delivery of the 2012 London experience and insight to support United Utilities’ Olympic Infrastructure Project. capital investment programme. As confirmed by the board evaluation Career experience: Sir David was previously chief Career experience: Steve was previously chief exercise, conducted by external provider, executive of: Network Rail Limited; The Olympic executive of SELEX Galileo, the defence electronics Independent Audit Limited, the board Delivery Authority; and English Partnerships. He company owned by Italian aerospace and defence fully endorses the reappointment/election has held non-executive roles as chairman of both organisation Finmeccanica, chief operating officer of the directors offering themselves for High Speed Two Limited and Sirius Minerals plc. In BAE Systems PLC and a member of its PLC board. the same at the AGM. All of whom are December 2019 he stepped down as non-executive His early career was spent with British Aerospace considered to be making a valuable and director and chair of the remuneration committee at PLC. Steve ceased to be a non-executive director of effective contribution to the board. All the Commonwealth Bank of Australia. G4S plc following its takeover in April 2021. non-executive directors were considered Current directorships/business interests: Chairman Current directorships/business interests: He is to be independent and demonstrating of Gatwick Airport Limited and a member of the Chief Executive Officer of United Utilities Water the expected level of commitment to Council at the London School of Economics. He is Limited and a non-executive director of Water Plus, their roles. The board recommends Chairman of United Utilities Water Limited. a joint venture with Severn Trent serving business customers. that shareholders vote all the directors, Independence: Sir David met the 2018 UK offering themselves for reappointment/ Corporate Governance Code’s independence Specific contribution to the company’s long-term election, back into office at the 2021 AGM. criteria (provision 10) on his appointment as a non- success: As the Chief Executive Officer, Steve has Biographical details of the directors can be executive director and chairman designate. driven a step change in the company’s operational found on pages 15 to 19 of this document performance, and has implemented a Systems Specific contribution to the company’s long- Thinking approach to underpin future operational along with the specific reasons why each term success: Sir David’s experience of major activities and improved performance. director’s contribution is, and continues to infrastructure projects and his knowledge and be, important to the company’s long-term understanding of the role of regulators will be sustainable success. invaluable in meeting the challenges of the current regulatory period and beyond. As chairman of the nomination committee, he is responsible for ensuring the succession plans for the board and senior management identify the right skillsets to face the challenges of the business. 15

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Explanatory notes of resolutions

Executive and non-executive directors offering themselves for reappointment/election Executive and non-executive directors offering themselves for reappointment/election

Phil Aspin Mark Clare Chief Financial Officer Senior independent non-executive director

Responsibilities: To manage the group’s financial Responsibilities: Responsible, in addition to his Responsibilities: To challenge constructively the affairs, to contribute to the management of the role as an independent non-executive director, for executive directors and monitor the delivery of the group’s business and to the implementation of the discussing any concerns with shareholders that strategy within the risk and control framework set strategy and policies approved by the board. cannot be resolved through the normal channels by the board and to lead the board’s agenda on Qualifications: BSc (Hons) Mathematics, Chartered of communication with the Chairman or Chief acting responsibly as a business. Accountant (ACA), Fellow of the Association of Executive Officer. Qualifications: Bachelor of Laws (Hons). Corporate Treasurers (FCT). Qualifications: Chartered Management Accountant Appointment to the board: September 2014. Appointment to the board: July 2020. (FCMA). Skills and experience: As the chief executive Skills and experience: Phil has extensive Appointment to the board: November 2013. of a FTSE 100 listed company, Stephen brings experience of financial and corporate reporting, Skills and experience: Through his previous roles at current operational experience to the board. having qualified as a chartered accountant with British Gas and BAA, Mark has a strong background His public sector experience provides additional KPMG and more latterly through his role as group operating within regulated environments. His insight in regulation and government relations. controller. He has a comprehensive knowledge of extensive knowledge of customer-facing businesses His day-to-day experience in the information and capital markets and corporate finance underpinned is particularly valuable for United Utilities in the technology industries ensures that the board is kept through his previous role as group treasurer and his pursuit of our strategy to improve customer service. abreast of these areas of the company’s operating FCT qualification. Having been actively engaged environment. in the last four regulatory price reviews he has a Career experience: Mark was previously chief strong understanding of the economic regulatory executive of Barratt Developments plc. He Career experience: Stephen previously held senior environment. is a former trustee of the Building Research executive roles at Alcatel Lucent Inc. and a number Establishment and the UK Green Building Council. of public sector/service roles, including serving Career experience: Phil has over 25 years’ Mark held senior executive roles in Centrica plc and a term as the founding chief executive of Ofcom. experience working for United Utilities. Prior to British Gas. He is a former non-executive director at He stepped down as a non-executive director at his appointment as CFO in July 2020, he was BAA plc and Ladbrokes Coral PLC. the Department for Business Energy and Industrial group controller with responsibility for the group’s financial reporting and prior to that he was group Current directorships/business interests: Mark Strategy in December 2020. Former chairman treasurer with responsibility for funding and was appointed as a non-executive director at Ashridge Business School. A Life Peer since 2008. financial risk management. He has been a member Aggreko plc in October 2020. He was appointed Current directorships/business interests: Group of EFRAG TEG and chaired the EFRAG Rate as senior independent non-executive director at chief executive Informa plc. He is an independent Regulated Activities Working Group. Wickes Group plc and as chair of the remuneration non-executive director of United Utilities Water Current directorships/business interests: Phil committee in April 2021. He is non-executive Limited. was appointed as a member of the UK Accounting chairman at Grainger plc and a non-executive Specific contribution to the company’s long-term Standards Endorsement Board in March 2021. He director at Premier Marinas Holdings Limited. He success: Stephen’s experience as a current chief is chair of the 100 Group pensions committee and is an independent non-executive director of United executive and his previous work in the public sector a member of both the 100 Group main committee Utilities Water Limited. and government provides valuable insight for board and the stakeholder communications and reporting Specific contribution to the company’s long-term discussions on regulatory matters. committee. He is Chief Financial Officer of United success: As senior independent non-executive Utilities Water Limited and a non-executive director director, Mark applies his own considerable board of Water Plus, a joint venture with Severn Trent experience gained during his career to United serving business customers. Utilities and provides a sounding board to the Specific contribution to the company’s long- executive in many areas. term success: Phil has driven forward the financial performance of the group and delivered the group’s competitive advantage in financial risk management and excellence in corporate reporting.

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Executive and non-executive directors offering themselves for reappointment/election Executive and non-executive directors offering themselves for reappointment/election

Mark Clare Stephen Carter CBE Kath Cates Senior independent Independent Independent non-executive director non-executive director non-executive director

Responsibilities: Responsible, in addition to his Responsibilities: To challenge constructively the Responsibilities: To challenge constructively the role as an independent non-executive director, for executive directors and monitor the delivery of the executive directors and monitor the delivery of the discussing any concerns with shareholders that strategy within the risk and control framework set strategy within the risk and control framework set cannot be resolved through the normal channels by the board and to lead the board’s agenda on by the board. of communication with the Chairman or Chief acting responsibly as a business. Qualifications: Solicitor of England and Wales. Executive Officer. Qualifications: Bachelor of Laws (Hons). Appointment to the board: September 2020. Qualifications: Chartered Management Accountant Appointment to the board: September 2014. (FCMA). Skills and experience: Kath has spent most of her Skills and experience: As the chief executive career working in a regulated environment in the Appointment to the board: November 2013. of a FTSE 100 listed company, Stephen brings financial services industry. Since 2014, she has Skills and experience: Through his previous roles at current operational experience to the board. focused on her non-executive roles, chairing all the British Gas and BAA, Mark has a strong background His public sector experience provides additional main board committees and undertaking the role of operating within regulated environments. His insight in regulation and government relations. senior independent director. extensive knowledge of customer-facing businesses His day-to-day experience in the information and Career experience: Kath previously was chief is particularly valuable for United Utilities in the technology industries ensures that the board is kept operating officer at Standard Chartered plc before pursuit of our strategy to improve customer service. abreast of these areas of the company’s operating which she held a number of roles at UBS Limited Career experience: Mark was previously chief environment. over a 22-year period, prior to which she qualified executive of Barratt Developments plc. He Career experience: Stephen previously held senior as a solicitor. She stepped down as a non-executive is a former trustee of the Building Research executive roles at Alcatel Lucent Inc. and a number director at Brewin Dolphin Holdings plc in February Establishment and the UK Green Building Council. of public sector/service roles, including serving 2021. Mark held senior executive roles in Centrica plc and a term as the founding chief executive of Ofcom. Current directorships/business interests: Kath is a British Gas. He is a former non-executive director at He stepped down as a non-executive director at non-executive director at RSA Insurance Group plc BAA plc and Ladbrokes Coral PLC. the Department for Business Energy and Industrial and chair of the remuneration committee. She is a Current directorships/business interests: Mark Strategy in December 2020. Former chairman non-executive director at Columbia Threadneedle was appointed as a non-executive director at Ashridge Business School. A Life Peer since 2008. Investments where she chairs the TPEN audit Aggreko plc in October 2020. He was appointed Current directorships/business interests: Group committee and a non-executive director of TP ICAP as senior independent non-executive director at chief executive Informa plc. He is an independent Group Plc. She is an independent non-executive Wickes Group plc and as chair of the remuneration non-executive director of United Utilities Water director of United Utilities Water Limited. committee in April 2021. He is non-executive Limited. Specific contribution to the company’s long-term chairman at Grainger plc and a non-executive Specific contribution to the company’s long-term success: Kath’s broad board experience enables director at Premier Marinas Holdings Limited. He success: Stephen’s experience as a current chief her to contribute to board governance and risk is an independent non-executive director of United executive and his previous work in the public sector management at United Utilities. Utilities Water Limited. and government provides valuable insight for board Specific contribution to the company’s long-term discussions on regulatory matters. success: As senior independent non-executive director, Mark applies his own considerable board experience gained during his career to United Utilities and provides a sounding board to the executive in many areas.

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Explanatory notes of resolutions

Executive and non-executive directors offering themselves for reappointment/election Executive and non-executive directors offering themselves for reappointment/election

Alison Goligher Paulette Rowe Independent Independent non-executive director non-executive director

Responsibilities: To challenge constructively the Responsibilities: To challenge constructively the Responsibilities: To challenge constructively the executive directors and monitor the delivery of executive directors and monitor the delivery of the executive directors and monitor the delivery of the the strategy within the risk and control framework strategy within the risk and control framework set strategy within the risk and control framework set set by the board and to lead the board’s activities by the board. by the board. concerning directors’ remuneration. Qualifications: MEng + Man (Hons), MBA. Qualifications: MA Geography and Management Qualifications: BSc (Hons) Mathematical Physics, Appointment to the board: July 2017. Science, Chartered Accountant (FCA). MEng Petroleum Engineering. Skills and experience: Paulette has spent most of Appointment to the board: September 2020. Appointment to the board: August 2016. her career in the regulated finance industry and so Skills and experience: Doug has extensive career Skills and experience: Alison has strong technical provides the board with additional perspective and experience in finance from qualifying as a chartered and capital project management skills, having been first-hand regulatory experience. Her experience of accountant with Price Waterhouse, his executive involved in large projects and the production side technology-driven transformation will contribute to roles as CFO of major listed companies and more of Royal Dutch Shell’s business. This experience United Utilities’ customer experience programme recently through his non-executive positions and of engineering and industrial sectors provides the and its Systems Thinking approach. focus on audit committee activities. board with additional insight into delivering United Career experience: Previously held senior executive Career experience: Doug was previously chief Utilities’ capital investment programme. roles in banking and technology at Facebook, financial officer at Meggitt PLC from 2013 to 2018 Career experience: Royal Dutch Shell (2006 to Barclays and the Royal Bank of Scotland/NatWest. and prior to that, he was chief financial officer at 2015), where Alison’s most recent executive role was Former trustee and chair of children’s charity The both the London Stock Exchange Group plc and Executive Vice President Upstream International Mayor’s Fund for London. QinetiQ Group plc. He is a former non-executive Unconventionals. Prior to that she spent 17 years Current directorships/business interests: CEO of director and audit committee chair at SEGRO plc, with Schlumberger, an international supplier of Integrated and Ecommerce Solutions and member having stepped down in 2019. technology, integrated project management and of the Paysafe Group executive since January Current directorships/business interests: Doug information solutions to the oil and gas industry. 2020. Paysafe, a former FTSE 250 company, is now currently serves as a non-executive director and Current directorships/business interests: privately owned by PE firms CVC and Blackstone. audit committee chair at Johnson Matthey plc, Alison is a non-executive director and chair of She is an independent non-executive director of BMT Group Ltd and the Manufacturing Technology the remuneration committee at Meggitt PLC United Utilities Water Limited. Centre Ltd. He is an independent non-executive and a part-time executive chair at Silixa Ltd. She Specific contribution to the company’s long-term director of United Utilities Water Limited. was appointed as a non-executive director of success: Paulette’s wide-ranging experience in Specific contribution to the company’s long- Technip Energies NV in February 2021. She is an regulated sectors, profit and loss management, term success: Doug’s financial capabilities and his independent non-executive director of United technology and innovation enables her to provide experience as an audit committee chair strengthen Utilities Water Limited. a first-hand contribution to many board topics of the board’s financial expertise. Specific contribution to the company’s long-term discussion. In her current executive role she often success: Alison’s understanding of the operational faces many of the same issues, and has been able challenges of large capital projects and the benefits to provide support to senior management at United of deploying technology provides valuable insight Utilities. into addressing the longer-term strategic risks faced by the business. Her role as the designated non-executive director for workforce engagement will provide the board with a better understanding of the views of employees and greater clarity on the culture of the company.

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Executive and non-executive directors offering themselves for reappointment/election Executive and non-executive directors offering themselves for reappointment/election

Paulette Rowe Doug Webb Independent Independent non-executive director non-executive director

Responsibilities: To challenge constructively the Responsibilities: To challenge constructively the executive directors and monitor the delivery of the executive directors and monitor the delivery of the strategy within the risk and control framework set strategy within the risk and control framework set by the board. by the board. Qualifications: MEng + Man (Hons), MBA. Qualifications: MA Geography and Management Appointment to the board: July 2017. Science, Chartered Accountant (FCA). Skills and experience: Paulette has spent most of Appointment to the board: September 2020. her career in the regulated finance industry and so Skills and experience: Doug has extensive career provides the board with additional perspective and experience in finance from qualifying as a chartered first-hand regulatory experience. Her experience of accountant with Price Waterhouse, his executive technology-driven transformation will contribute to roles as CFO of major listed companies and more United Utilities’ customer experience programme recently through his non-executive positions and and its Systems Thinking approach. focus on audit committee activities. Career experience: Previously held senior executive Career experience: Doug was previously chief roles in banking and technology at Facebook, financial officer at Meggitt PLC from 2013 to 2018 Barclays and the Royal Bank of Scotland/NatWest. and prior to that, he was chief financial officer at Former trustee and chair of children’s charity The both the London Stock Exchange Group plc and Mayor’s Fund for London. QinetiQ Group plc. He is a former non-executive Current directorships/business interests: CEO of director and audit committee chair at SEGRO plc, Integrated and Ecommerce Solutions and member having stepped down in 2019. of the Paysafe Group executive since January Current directorships/business interests: Doug 2020. Paysafe, a former FTSE 250 company, is now currently serves as a non-executive director and privately owned by PE firms CVC and Blackstone. audit committee chair at Johnson Matthey plc, She is an independent non-executive director of BMT Group Ltd and the Manufacturing Technology United Utilities Water Limited. Centre Ltd. He is an independent non-executive Specific contribution to the company’s long-term director of United Utilities Water Limited. success: Paulette’s wide-ranging experience in Specific contribution to the company’s long- regulated sectors, profit and loss management, term success: Doug’s financial capabilities and his technology and innovation enables her to provide experience as an audit committee chair strengthen a first-hand contribution to many board topics of the board’s financial expertise. discussion. In her current executive role she often faces many of the same issues, and has been able to provide support to senior management at United Utilities.

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Explanatory notes of resolutions

Resolutions 13 and 14: reappointment and The authorities sought under paragraphs Resolution 17 is intended to give the remuneration of auditor (A) and (B) of this resolution will expire company flexibility to make non pre- The board is recommending the at the conclusion of the annual general emptive issues of ordinary shares in reappointment of KPMG LLP as external meeting of the company held in 2022. connection with acquisitions and other capital investments as contemplated by the auditor to the company. There are no The directors have no present intention contractual obligations that restrict the Principles. The power under resolution 17 is to exercise the authorities sought under in addition to that proposed by resolution committee’s choice of external auditor; the paragraph (B) of this resolution. As at the recommendation is free from third party 16 and would be limited to allotments or date of this notice, no ordinary shares are sales of up to an aggregate nominal amount influence and no auditor liability agreement held by the company in treasury. has been entered into. An authority for the of £1,704,721 (representing 34,094,420 audit committee of the board to set the Resolutions 16 and 17: disapplying ordinary shares of five pence each) in remuneration of the auditor will also be statutory pre-emption rights will be addition to the power set out in resolution sought. proposed as special resolutions 16. This aggregate nominal amount Resolutions 16 and 17 seek to give the represents an additional 5 per cent of Resolution 15: authorising the directors to the issued ordinary share capital of the allot shares directors the authority to allot ordinary shares (or sell any ordinary shares which company as at 26 May 2021, the latest Paragraph (A) of this resolution 15 the company elects to hold in treasury) for practicable date prior to publication of this would give the directors the authority to cash without first offering them to existing notice. allot ordinary shares or grant rights to shareholders in proportion to their existing The powers under resolutions 16 and 17 subscribe for or convert any securities shareholdings. into ordinary shares up to an aggregate will expire at the conclusion of the annual nominal amount equal to £11,364,806 The power set out in resolution 16 would general meeting of the company held in (representing 227,296,120 ordinary shares be limited to: (i) allotments or sales in 2022. of five pence each). This amount represents connection with pre-emptive offers and Resolution 18: authorising the company to approximately one-third of the issued offers to holders of other equity securities make market purchases of its own shares ordinary share capital of the company as if required by the rights of those shares, will be proposed as a special resolution at 26 May 2021, the latest practicable date or as the board otherwise considers Authority is sought for the company to prior to publication of this notice. necessary, or (ii) otherwise up to an purchase up to 10 per cent of its issued aggregate nominal amount of £1,704,721 ordinary shares (excluding any treasury In line with the Share Capital Management (representing 34,094,420 ordinary shares Guidelines issued by the Investment shares), renewing the authority granted by of five pence each). This aggregate nominal the shareholders at previous annual general Association, paragraph (B) of this resolution amount represents approximately 5 per would give the directors authority to allot meetings. The directors have no present cent of the issued ordinary share capital of intention of exercising the authority to ordinary shares or grant rights to subscribe the company as at 26 May 2021, the latest for or convert any securities into ordinary make market purchases, but the authority practicable date prior to publication of this provides the flexibility to allow them to do shares in connection with a rights issue notice. in favour of ordinary shareholders up to so in the future. The directors will exercise an aggregate nominal amount equal to In respect of the power under resolution this authority only when to do so would be £22,729,613 (representing 454,592,260 16(B), the directors confirm their intention in the best interests of the company, and ordinary shares of five pence each), as to follow the provisions of the Pre-Emption of its shareholders generally, and could reduced by the nominal amount of any Group’s Statement of Principles (the be expected to result in an increase in the shares issued under paragraph (A) of Principles) regarding cumulative usage earnings per share of the company. The this resolution. This amount (before any of authorities within a rolling three-year authority will expire at the conclusion of reduction) represents approximately two- period where the Principles provide that the annual general meeting of the company thirds of the issued ordinary share capital of usage in excess of 7.5 per cent of the issued held in 2022. the company as at 26 May 2021, the latest ordinary share capital of the company practicable date prior to publication of this should not take place without prior notice. consultation with shareholders.

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Explanatory notes of resolutions

The authorities sought under paragraphs Resolution 17 is intended to give the Ordinary shares purchased by the company (A) and (B) of this resolution will expire company flexibility to make non pre- pursuant to this authority may be held in at the conclusion of the annual general emptive issues of ordinary shares in treasury or may be cancelled. The directors meeting of the company held in 2022. connection with acquisitions and other would consider holding any ordinary shares capital investments as contemplated by the the company may purchase as treasury The directors have no present intention Principles. The power under resolution 17 is shares. The company currently has no to exercise the authorities sought under in addition to that proposed by resolution ordinary shares in treasury. The minimum paragraph (B) of this resolution. As at the 16 and would be limited to allotments or price, exclusive of expenses, which may date of this notice, no ordinary shares are sales of up to an aggregate nominal amount be paid for an ordinary share is its nominal held by the company in treasury. of £1,704,721 (representing 34,094,420 value. The maximum price, exclusive Resolutions 16 and 17: disapplying ordinary shares of five pence each) in of expenses, which may be paid for an statutory pre-emption rights will be addition to the power set out in resolution ordinary share is the higher of: 16. This aggregate nominal amount proposed as special resolutions (i) an amount equal to 105 per cent of the Resolutions 16 and 17 seek to give the represents an additional 5 per cent of the issued ordinary share capital of the middle market value for an ordinary directors the authority to allot ordinary share for the five business days shares (or sell any ordinary shares which company as at 26 May 2021, the latest practicable date prior to publication of this immediately preceding the date of the the company elects to hold in treasury) for purchase; and cash without first offering them to existing notice. shareholders in proportion to their existing The powers under resolutions 16 and 17 (ii) the higher of the price of the last shareholdings. will expire at the conclusion of the annual independent trade and the highest current independent bid for an ordinary The power set out in resolution 16 would general meeting of the company held in 2022. share on the trading venues where the be limited to: (i) allotments or sales in purchase is carried out. connection with pre-emptive offers and Resolution 18: authorising the company to offers to holders of other equity securities make market purchases of its own shares There are share awards outstanding over if required by the rights of those shares, will be proposed as a special resolution 1,828,379 ordinary shares, representing 0.27 per cent of the company’s ordinary or as the board otherwise considers Authority is sought for the company to necessary, or (ii) otherwise up to an issued share capital as at 26 May 2021. If purchase up to 10 per cent of its issued the authority to purchase ordinary shares aggregate nominal amount of £1,704,721 ordinary shares (excluding any treasury (representing 34,094,420 ordinary shares was exercised in full and those shares shares), renewing the authority granted by were subsequently cancelled, these share of five pence each). This aggregate nominal the shareholders at previous annual general amount represents approximately 5 per awards would represent 0.30 per cent of the meetings. The directors have no present company’s ordinary issued share capital. cent of the issued ordinary share capital of intention of exercising the authority to the company as at 26 May 2021, the latest make market purchases, but the authority practicable date prior to publication of this provides the flexibility to allow them to do notice. so in the future. The directors will exercise In respect of the power under resolution this authority only when to do so would be 16(B), the directors confirm their intention in the best interests of the company, and to follow the provisions of the Pre-Emption of its shareholders generally, and could Group’s Statement of Principles (the be expected to result in an increase in the Principles) regarding cumulative usage earnings per share of the company. The of authorities within a rolling three-year authority will expire at the conclusion of period where the Principles provide that the annual general meeting of the company usage in excess of 7.5 per cent of the issued held in 2022. ordinary share capital of the company should not take place without prior consultation with shareholders.

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Explanatory notes of resolutions

Resolution 19: articles of association will are voted on by a show of hands unless a Resolution 20: notice of general meeting be proposed as a special resolution poll is demanded by any parties eligible will be proposed as a special resolution It is proposed that the company adopt to request one. Other Resolutions are of The Companies Act 2006 requires the new articles of association (the ‘new a strictly procedural nature (for example, notice period for general meetings of the articles’) in order to update the company’s to amend patent errors in Substantive company to be at least 21 days. Under current articles of association (the ‘current Resolutions, elect the chairman of the its articles of association, the company articles’). meeting, or to adjourn a meeting) and the is currently able to call general meetings company believes this to be a significant (other than an annual general meeting) As a result of the COVID-19 pandemic, change. We have also updated the articles on not less than 14 days’ notice and would the company recognises that some relating to security and order to account like to preserve this ability. In order to do shareholders may wish to attend general for virtual attendance. Finally, a provision so, shareholders must first approve the meetings virtually in the future. The has been added in line with current calling of meetings on 14 days’ notice. The new articles will permit the company to market practice to provide the board with shorter notice period would not be used hold general meetings which allow for the flexibility to postpone or move the as a matter of routine, but only when the attendance and participation both in location of the general meeting, or alter flexibility was merited by the business person and through electronic means. The any electronic facilities, to account for any of the meeting and the circumstances company believes that this will encourage difficulties arising from technological or requiring the business. The approval will be the greatest degree of shareholder other unexpected issues. effective until the end of the 2022 annual engagement, and is in line with current general meeting of the company, when it market practice. As the company is proposing to make the changes described above, the opportunity is intended that a similar resolution will be The principal proposed changes relate to has been taken generally to incorporate proposed. the provisions dealing with the definitions amendments of a more minor nature of a meeting under the articles, the manner to reflect changes in applicable law or in which votes are taken in a partly virtual current market best practice including meeting, and practicalities relating to the the adoption of gender-neutral language security, adjournment or postponement throughout, and to include some clearer of general meetings. The amendments to language in other parts of the new articles. these provisions are designed to facilitate shareholder engagement by providing a The company is also proposing to increase choice to shareholders as to their means of the borrowing limit multiple in article attendance and participation at a general 90(B) of the current articles from two and meeting. Under the new articles, the a half times share capital and reserves to company is still required to hold a physical three times share capital and reserves. The general meeting which any shareholder company’s external borrowings are already retains the right to attend. An exclusively limited by existing internal controls, electronic meeting is expressly prohibited. the need to maintain an acceptable Any documents that are made available credit rating and the principles of sound to the general meeting in person are also corporate governance. The adoption of to be made available to shareholders the higher limit will not materially change attending by electronic means. the company’s borrowing policy and the board believes it to be timely and in the Due to the practicalities of voting at a best commercial interests of the group to meeting held partly by electronic means, refresh its borrowing limits which will bring under the new articles any resolution put these in line with the utilities sector and to the vote at such a general meeting peer group companies. will be decided on a poll vote. Under the current articles, whilst this is already the The new articles (and the current articles) case for Substantive Resolutions, the are available for inspection as noted on default position is that Other Resolutions page 24 of this notice.

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are voted on by a show of hands unless a Resolution 20: notice of general meeting Resolution 21: authorising political poll is demanded by any parties eligible will be proposed as a special resolution donations and political expenditure to request one. Other Resolutions are of The Companies Act 2006 requires the Shareholder approval is required for a strictly procedural nature (for example, notice period for general meetings of the donations to political parties, independent to amend patent errors in Substantive company to be at least 21 days. Under election candidates and other political Resolutions, elect the chairman of the its articles of association, the company organisations, and for other political meeting, or to adjourn a meeting) and the is currently able to call general meetings expenditure. The company does not make, company believes this to be a significant (other than an annual general meeting) and does not intend to make, donations to change. We have also updated the articles on not less than 14 days’ notice and would political parties. However, the definition relating to security and order to account like to preserve this ability. In order to do of political donations is very broad and for virtual attendance. Finally, a provision so, shareholders must first approve the includes expenses incurred as part of the has been added in line with current calling of meetings on 14 days’ notice. The process of having dialogue with members market practice to provide the board with shorter notice period would not be used of parliament and opinion formers to the flexibility to postpone or move the as a matter of routine, but only when the ensure that the issues and concerns location of the general meeting, or alter flexibility was merited by the business of United Utilities are considered and any electronic facilities, to account for any of the meeting and the circumstances addressed. The resolution seeks to ensure difficulties arising from technological or requiring the business. The approval will be that the company and its subsidiaries other unexpected issues. effective until the end of the 2022 annual remain within the law in carrying out these As the company is proposing to make the general meeting of the company, when it activities. changes described above, the opportunity is intended that a similar resolution will be has been taken generally to incorporate proposed. amendments of a more minor nature to reflect changes in applicable law or current market best practice including the adoption of gender-neutral language throughout, and to include some clearer language in other parts of the new articles. The company is also proposing to increase the borrowing limit multiple in article 90(B) of the current articles from two and a half times share capital and reserves to three times share capital and reserves. The company’s external borrowings are already limited by existing internal controls, the need to maintain an acceptable credit rating and the principles of sound corporate governance. The adoption of the higher limit will not materially change the company’s borrowing policy and the board believes it to be timely and in the best commercial interests of the group to refresh its borrowing limits which will bring these in line with the utilities sector and peer group companies. The new articles (and the current articles) are available for inspection as noted on page 24 of this notice.

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General information

Questions company’s current articles of association actually held by that member, then each of Shareholders have a statutory right in and the new articles of association those proxy forms will be invalid and none accordance with section 319A of the proposed under resolution 19 are available of the proxies appointed under those proxy Companies Act 2006 to ask and to receive for inspection at the company’s registered forms will be entitled to attend, speak, or an answer to a question relating to the office and at the offices of Slaughter and vote at the AGM. May, One Bunhill Row, London EC1Y 8YY business of the meeting, although an answer You may appoint your proxy or proxies need not be given if in doing so, among during normal business hours until the date of the AGM and will be available at the electronically (see page 24) or by other things, it was considered undesirable completing, detaching and returning the in the interests of the company or the good venue for at least 15 minutes prior to the start of, and until the close of, the meeting. proxy form enclosed with this notice. The order of the meeting or if it involved the deadline for receipt by email by Equiniti is disclosure of confidential information. Some of these documents are ordinarily available on the company’s website. no later than 11.00am on Wednesday 21 July Website 2021. Voting A copy of this notice of meeting and To be valid, completed proxy forms must details of the company’s share capital The record date for entry on the register be received by the company’s registrar, in accordance with section 311A of the of members for a member to have the Equiniti, at Aspect House, Spencer Road, Companies Act 2006 are available on the right, to attend and vote at the meeting is Lancing, West Sussex, United Kingdom, company’s website at unitedutilities.com/ 6.30pm on Wednesday 21 July 2021 (or, if BN99 6DA by no later than 11.00am on corporate the meeting is adjourned, 6.30pm on the Wednesday 21 July 2021.If a proxy form is day two days before the date fixed for the lodged with the registrar, and a shareholder Security reconvened meeting). A poll vote will be Security personnel will be on hand at the subsequently attended and wished to held on each resolution and scrutinised vote, the original proxy vote would be meeting and we reserve the right to search by Equiniti ensuring the votes cast are the bags of any person seeking to access disregarded. To appoint more than one correctly recorded, including any proxy proxy, you may photocopy the form of the venue. No recording equipment must votes. One vote can be cast for each be used. The company also reserves the proxy or request additional forms from the ordinary share held. Members have the company’s registrar, Equiniti, by telephone right to take appropriate measures in right to request information to enable response to the COVID-19 pandemic and on 0371 384 2041. Lines are open 8.30am them to determine that their vote was to 5.30pm Monday to Friday excluding any Government guidance provided in validly recorded and counted. If you wish respect of it. public holidays in England and Wales or for to recieve this information, please contact overseas shareholders +44 121 415 7048, Admission card Equiniti (see page 31). or by writing to them at the above address. You should bring your admission card to Proxy appointment Multiple proxy appointments should be the meeting if you are attending the venue, Every shareholder who is entitled to attend returned together in the same envelope. as it will speed up the registration process, and vote has the right to appoint one or more The company is not under any obligation it also serves as your poll card. If you do persons as their proxy. A proxy need not be to investigate whether the exercise of not have your admission card, you will a shareholder. Shareholders can appoint the any vote by any proxy accords with any need proof of identity before you can be chairman of the meeting as their proxy, or instruction given by his appointor. admitted. The doors will open at 10.00am another person. More than one proxy may be and the meeting will start at 11.00am. appointed provided each proxy is appointed Persons nominated to enjoy information rights Documents to exercise rights in respect of a different share or shares held by the shareholder. If you are not a shareholder, but enjoy Copies of executive directors’ service Where a member appoints multiple proxies information rights under the Companies contracts and non-executive directors’ but the proxy forms submitted by that Act 2006, you are not entitled to letters of appointment will be available member would give the appointed proxies appoint a proxy. However, there may be for inspection at the venue for at least 15 the apparent right to exercise a number of an agreement between you and your minutes prior to, and until the close, of votes on behalf of that member in a general nominating shareholder which entitles the meeting. Similarly, copies of both the meeting in excess of the number of shares you to be appointed, or to have someone

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General information company’s current articles of association actually held by that member, then each of else appointed, as their proxy. If you don’t and the new articles of association those proxy forms will be invalid and none have this right, or don’t wish to exercise proposed under resolution 19 are available of the proxies appointed under those proxy it, you may still be entitled under such for inspection at the company’s registered forms will be entitled to attend, speak, or an agreement to give instructions to that office and at the offices of Slaughter and vote at the AGM. shareholder as to how you would like them May, One Bunhill Row, London EC1Y 8YY to vote. during normal business hours until the date You may appoint your proxy or proxies of the AGM and will be available at the electronically (see page 24) or by Electronic proxy voting venue for at least 15 minutes prior to the completing, detaching and returning the Shareholders can register the appointment start of, and until the close of, the meeting. proxy form enclosed with this notice. The of a proxy for this meeting at sharevote. Some of these documents are ordinarily deadline for receipt by email by Equiniti is co.uk which is run by Equiniti. To do this, available on the company’s website. no later than 11.00am on Wednesday 21 July you’ll need the three numbers (voting ID, 2021. task ID and shareholder reference number) Voting To be valid, completed proxy forms must that are quoted on your proxy form. Then The record date for entry on the register be received by the company’s registrar, follow the instructions on the website. of members for a member to have the Equiniti, at Aspect House, Spencer Road, If you have already registered with the right, to attend and vote at the meeting is Lancing, West Sussex, United Kingdom, company’s registrar’s online portfolio 6.30pm on Wednesday 21 July 2021 (or, if BN99 6DA by no later than 11.00am on service, Shareview, you can submit your the meeting is adjourned, 6.30pm on the Wednesday 21 July 2021.If a proxy form is proxy by logging on to your portfolio at day two days before the date fixed for the lodged with the registrar, and a shareholder shareview.co.uk using your usual user reconvened meeting). A poll vote will be subsequently attended and wished to ID and password. Once logged in simply held on each resolution and scrutinised vote, the original proxy vote would be click ‘View’ on the ‘My Investments’ page, by Equiniti ensuring the votes cast are disregarded. To appoint more than one click on the link to vote then follow the on correctly recorded, including any proxy proxy, you may photocopy the form of screen instructions. The appointment of a votes. One vote can be cast for each proxy or request additional forms from the proxy must be received by Equiniti no later ordinary share held. Members have the company’s registrar, Equiniti, by telephone than 11.00am on Wednesday 21 July 2021. right to request information to enable on 0371 384 2041. Lines are open 8.30am Please read the terms and conditions them to determine that their vote was to 5.30pm Monday to Friday excluding validly recorded and counted. If you wish relating to the use of this facility before public holidays in England and Wales or for appointing a proxy. These terms and to recieve this information, please contact overseas shareholders +44 121 415 7048, Equiniti (see page 31). conditions may be viewed on the website. or by writing to them at the above address. You may not use any electronic address Proxy appointment Multiple proxy appointments should be provided in this notice to communicate Every shareholder who is entitled to attend returned together in the same envelope. with the company for any purpose and vote has the right to appoint one or more The company is not under any obligation other than those stated. Any electronic persons as their proxy. A proxy need not be to investigate whether the exercise of communication sent by a shareholder a shareholder. Shareholders can appoint the any vote by any proxy accords with any that is found to contain a virus will not be chairman of the meeting as their proxy, or instruction given by his appointor. accepted. another person. More than one proxy may be Persons nominated to enjoy information CREST electronic proxy appointment appointed provided each proxy is appointed service to exercise rights in respect of a different rights share or shares held by the shareholder. If you are not a shareholder, but enjoy CREST members who wish to appoint Where a member appoints multiple proxies information rights under the Companies a proxy or proxies through the CREST but the proxy forms submitted by that Act 2006, you are not entitled to electronic proxy appointment service may member would give the appointed proxies appoint a proxy. However, there may be do so by using the procedures described the apparent right to exercise a number of an agreement between you and your in the CREST manual. CREST personal votes on behalf of that member in a general nominating shareholder which entitles members or other CREST sponsored meeting in excess of the number of shares you to be appointed, or to have someone members, and those CREST members

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General information

who have appointed a voting service appointed a voting service provider(s) to Shareholder requests provider(s), should refer to their CREST procure that his CREST sponsor or voting Under section 527 of the Companies sponsor or voting service provider(s), who service provider(s) take(s)) such action Act 2006 (the Act), members meeting will be able to act on their behalf. as shall be necessary to ensure that a the threshold requirements set out in message is transmitted by means of the In order for a proxy appointment or that section have the right to require CREST system by any particular time. In this the company to publish on a website a instruction made using the CREST service to connection, CREST members and, where be valid, the appropriate CREST message (a statement setting out any matter relating applicable, their CREST sponsors or voting to: CREST Proxy Instruction) must be properly system providers are referred, in particular, authenticated in accordance with Euroclear to those sections of the CREST manual (i) the audit of the company’s accounts UK & Ireland Limited’s specifications and concerning practical limitations of the (including the auditor’s report and the must contain the information required CREST system and timings. conduct of the audit) that are to be laid for such instructions, as described in the before the annual general meeting; or CREST manual (available via www.euroclear. The company may treat as invalid a CREST com). The message, regardless of whether Proxy Instruction in the circumstances (ii) any circumstance connected with an it constitutes the appointment of a proxy set out in Regulation 35(5)(a) of the auditor of the company ceasing to hold or is an amendment to an instruction given Uncertificated Securities Regulations 2001. office since the previous meeting at to a previously appointed proxy, must, in which annual accounts and reports were order to be valid, be transmitted so as to be Corporate representative laid in accordance with section 437 of received by Equiniti (ID RA19) no later than Any corporation which is a member the Act. The company may not require 11.00 am on Wednesday 21 July 2021 (or not can appoint one or more corporate the shareholders requesting any such less than 48 hours before any adjourned representatives who may exercise on website publication to pay its expenses meeting). its behalf all of its powers as a member in complying with sections 527 or 528 of provided that they do not do so in relation to the Act. Where the company is required For this purpose, the time of receipt will the same shares. Where a member appoints to place a statement on a website under be taken to be the time (as determined by more than one corporate representative section 527 of the Act, it must forward the time stamp applied to the message in respect of its shareholding, but in the statement to the company’s auditor by the CREST Application Host) from respect of different shares, those corporate not later than the time when it makes which the issuer’s agent is able to retrieve representatives can act independently of the statement available on the website. the message by enquiry to CREST in the each other and validly vote in different ways. The business which may be dealt with manner prescribed by CREST. After this The company is not under any obligation to at the annual general meeting includes time, any change of instructions to proxies investigate whether the exercise of any vote any statement that the company has appointed through CREST should be by any corporate representative accords been required under section 527 of the communicated to the appointee through with any instruction given by his appointor. Act to publish on a website. other means. Issued share capital CREST members and, where applicable, As at 26 May 2021 (being the latest their CREST sponsors or voting service practicable date prior to the publication of providers should note that Euroclear this document): UK & Ireland Limited does not make available special procedures in CREST for (i) the company’s issued share capital any particular message. Normal system consisted of 681,888,418 ordinary shares timings and limitations will, therefore, apply of five pence each and 273,956,180 in relation to the input of CREST Proxy deferred shares of 170 pence each; and Instructions. It is the responsibility of the (ii) the total voting rights in the company CREST member concerned to take (or, if were 681,888,418. the CREST member is a CREST personal member, or sponsored member, or has

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General information appointed a voting service provider(s) to Shareholder requests Under sections 338 and 338A of the Act, procure that his CREST sponsor or voting Under section 527 of the Companies shareholders may request the company service provider(s) take(s)) such action Act 2006 (the Act), members meeting to give notice of a resolution which as shall be necessary to ensure that a the threshold requirements set out in is intended to be moved at an annual message is transmitted by means of the that section have the right to require general meeting, or to include in the CREST system by any particular time. In this the company to publish on a website a business of an annual general meeting connection, CREST members and, where statement setting out any matter relating other business which may properly be so applicable, their CREST sponsors or voting to: included, provided that the resolution or system providers are referred, in particular, other business would not be defamatory, to those sections of the CREST manual (i) the audit of the company’s accounts frivolous or vexatious, and in the case concerning practical limitations of the (including the auditor’s report and the of a proposed resolution, provided that CREST system and timings. conduct of the audit) that are to be laid the resolution would not be ineffective. before the annual general meeting; or The company will give notice of such a The company may treat as invalid a CREST resolution or of such other business if Proxy Instruction in the circumstances (ii) any circumstance connected with an auditor of the company ceasing to hold sufficient requests have been received set out in Regulation 35(5)(a) of the in accordance with sections 338(3) and Uncertificated Securities Regulations 2001. office since the previous meeting at which annual accounts and reports were 338A(3) of the Act. Corporate representative laid in accordance with section 437 of Privacy Any corporation which is a member the Act. The company may not require Visit unitedutilities.com/privacy for can appoint one or more corporate the shareholders requesting any such details of how we handle your personal representatives who may exercise on website publication to pay its expenses details. its behalf all of its powers as a member in complying with sections 527 or 528 of provided that they do not do so in relation to the Act. Where the company is required the same shares. Where a member appoints to place a statement on a website under more than one corporate representative section 527 of the Act, it must forward in respect of its shareholding, but in the statement to the company’s auditor respect of different shares, those corporate not later than the time when it makes representatives can act independently of the statement available on the website. each other and validly vote in different ways. The business which may be dealt with The company is not under any obligation to at the annual general meeting includes investigate whether the exercise of any vote any statement that the company has by any corporate representative accords been required under section 527 of the with any instruction given by his appointor. Act to publish on a website. Issued share capital As at 26 May 2021 (being the latest practicable date prior to the publication of this document): (i) the company’s issued share capital consisted of 681,888,418 ordinary shares of five pence each and 273,956,180 deferred shares of 170 pence each; and (ii) the total voting rights in the company were 681,888,418.

United Utilities-NOM-2021.indd 27 30054 1 June 2021 4:14 pm Proof 1 01-Jun-21 5:39:47 PM UNITED UTILITIES GROUP PLC NOTICE OF ANNUAL GENERAL MEETING

Electronic link to the United Utilities Group PLC 2021 User Guide to accessing the United Utilities Group PLC Annual General Meeting 2021 Annual General Meeting

Meeting ID: 125-883-286 United Utilities Group PLC will be Broadcast To login you must have your SRN and PIN enabling shareholders to observe the The meeting will be broadcast with 2021 AGM electronically, and submit presentation slides. Once logged in, and questions in writing via the website. at the commencement of the meeting, you This can be done by accessing the will be able to listen to the proceedings following AGM website, hosted by Lumi - of the meeting on your device. You will https://web.lumiagm.com (the Lumi AGM be able to see the slides presented at website). the meeting, these slides will change Accessing the AGM website automatically as the meeting progresses. The Lumi AGM website can be accessed Questions online using most well-known internet Shareholders may submit questions in browsers such as Internet Explorer (it is not writing via the website. Please select the compatible with versions 10 and below), messaging icon from within the navigation Edge, Chrome, Firefox and Safari on a PC, bar and type your question at the bottom laptop or internet-enabled device such as of the screen, once finished, press the a tablet or smartphone. An active internet ‘send’ icon to the right of the message box connection will be required at all times which will submit your question. in order to allow you to submit questions and listen to the audiocast. It is the user’s Duly appointed proxies and corporate responsibility to ensure they remain representatives connected for the duration of the meeting. Please contact the company’s registrar before 11.00am on 22 July 2021 on 0371 Logging In 384 2041 or +44 (0) 121 415 7048 if you On accessing the Lumi AGM website, you are calling from outside the UK for your will be asked to enter a Meeting ID which is SRN and PIN. Lines are open 08.30am to 125-883-286. 5.30pm Monday to Friday (excluding public You will then be prompted to enter your holidays in England & Wales). unique shareholder reference number (SRN), which can be found printed on your proxy card. Your PIN, is the first two and last two digits of your SRN. The link via the website will be available from 10.00am on 23 July 2021.

United Utilities-NOM-2021.indd 28 30054 1 June 2021 4:14 pm Proof 1 01-Jun-21 5:39:47 PM

User Guide to accessing the United Utilities Group PLC 2021 Annual General Meeting User Guide to accessing the United Utilities Group PLC 2021 Annual General Meeting

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UNITED UTILITIES GROUP PLC NOTICE OF ANNUAL GENERAL MEETING

Shareholder information

Key dates Registrar’s details › 24 June 2021 › 16 December 2021 The group’s registrar, Equiniti, can be contacted on: Ex-dividend date for 2020/21 final Ex-dividend date for 2021/22 interim 0371 384 2041 or textphone for those with hearing difficulties: dividend dividend 0371 384 2255. Lines are open 8.30am to 5.30pm, Monday to Friday excluding public holidays in England and Wales. › 25 June 2021 › 17 December 2021 The address is: Record date for 2020/21 final dividend Record date for 2021/22 interim dividend Equiniti, Aspect House, Spencer Road, › 23 July 2021 › 1 February 2022 Lancing, West Sussex, BN99 6DA. Annual general meeting Payment of 2021/22 interim dividend to Overseas shareholders may contact them on: › 2 August 2021 shareholders +44 (0)121 415 7048 Payment of 2020/21 final dividend to › May 2022 Equiniti offers a share dealing service by telephone: shareholders Announce the final results for the 0345 603 7037 and online: shareview.co.uk/dealing › 24 November 2021 2021/22 financial year Equiniti also offers a stocks and shares ISA for United Utilities shares: call 0345 300 0430 Announcement of half-year results for › June 2022 or go to: shareview.co.uk/dealing the six months ending 30 September Publish the annual report and financial 2021 statements for the 2021/22 financial year Keeping you in the picture

Electronic communications Dividends paid direct to your bank account You can find information about United Utilities quickly and easily on our website: unitedutilities.com/ corporate including: the annual report and financial statements, company announcements, the half-year We are encouraging our shareholders to Make life easier and have your dividends and final results and the accompanying presentations. receive their shareholder information by paid straight into your bank account: email and via our website. Not only is this a › The dividend goes directly into your bank quicker way for you to receive information, it Warning to shareholders account and is available immediately; helps us to be more sustainable by reducing paper and printing materials and lowering › No need to pay dividend cheques into Please be very wary of any unsolicited contact postage costs. your bank account; about your investments or offers of free company reports. It may be from an overseas › No risk of losing cheques in the post; Registering for electronic shareholder ‘broker’ who could sell you worthless or high risk communications is very straightforward, and › No risk of having to replace spoiled or shares. If you deal with an unauthorised firm, you is done online via shareview.co.uk which is a out-of-date cheques; and would not be eligible to receive payment under website provided by our registrar, Equiniti. the Financial Services Compensation Scheme. › It’s cost-effective for your company. Further information and a list of unauthorised Log on to shareview.co.uk and you can: To take advantage of this, please contact firms that have targeted UK investors is available Equiniti via or complete the from the Financial Conduct Authority at: › set up electronic shareholder shareview.co.uk dividend mandate form that you receive with fca.org.uk/consumers/unauthorised-firms- communication; your next dividend cheque. individuals › view your shareholdings; If you choose to have your dividend paid › update your address details if you directly into your bank account you’ll receive change your address; and one tax voucher each year. This will be › get your dividends paid directly into your issued with the interim dividend normally bank account. paid in February and will contain details of Please do not use any electronic address all the dividends paid in that tax year. If you provided in this notice or in any related would like to receive a tax voucher with each document to communicate with the dividend payment, please contact Equiniti. company for any purposes other than those expressly stated.

United Utilities-NOM-2021.indd 30 30054 1 June 2021 4:14 pm Proof 1 01-Jun-21 5:39:48 PM www.unitedutilities.com Stock Code: UU.

Shareholder information

You can find information about United Utilities quickly and easily on our website: unitedutilities.com/ corporate including: the annual report and financial statements, company announcements, the half-year and final results and the accompanying presentations.

Designed and produced by Jones and Palmer Ltd. Warning to shareholders Printed by Park Communications on FSC® certified paper. Please be very wary of any unsolicited contact Park is an EMAS certified company and its Environmental about your investments or offers of free Management System is certified to ISO 14001. company reports. It may be from an overseas 100% of the inks used are vegetable oil based, 95% of press ‘broker’ who could sell you worthless or high risk chemicals are recycled for further use and, on average, shares. If you deal with an unauthorised firm, you 99% of any waste associated with this production will be would not be eligible to receive payment under recycled. the Financial Services Compensation Scheme. This document is printed on Galarie. The paper contains Further information and a list of unauthorised material sourced from responsibly managed forests, firms that have targeted UK investors is available certified in accordance with the Forest Stewardship from the Financial Conduct Authority at: Council®. The pulp used is bleached using an elemental fca.org.uk/consumers/unauthorised-firms- chlorine free (ECF) process. individuals

United Utilities-NOM-2021.indd 31 30054 1 June 2021 4:14 pm Proof 1 01-Jun-21 5:39:50 PM Registered office: United Utilities Group PLC Haweswater House, Lingley Mere Business Park, Lingley Green Avenue, Great Sankey, Warrington, WA5 3LP Registered in England and Wales. Registered number 6559020 unitedutilities.com Telephone +44 (0)1925 237000 Stock Code: UU.

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