Pennon Regulatory News (PNN)

SCHEDULE 2

AGREED FORM NOTIFICATION OF SHARE REPURCHASE PROGRAMME

23 July 2021

For immediate release

Pennon Group plc

Share Repurchase Programme

On 3 June 2021, Pennon Group plc announced a proposal to return capital to shareholders by way of a special dividend, paid on 16 July 2021, and a potential £0.4bn on-market share buy-back programme in respect of its ordinary shares of 61.05 pence each, expected to be conducted through to 30 September 2022 (the "Programme"). The purpose of the Programme is to reduce the share capital of Pennon, and the Programme will be subject to review should further opportunities for growth be identified by Pennon (as described in the shareholder circular dated 3 June 2021). The maximum number of shares that can be repurchased in connection with the Programme is 42,183,689 (being the maximum authority granted by Pennon's shareholders at Pennon's AGM on 22 July 2021).

Pennon is announcing today that it is initiating the first phase of the Programme and has entered into a non-discretionary agreement with Morgan Stanley & Co. International plc to enable Morgan Stanley, acting as principal, to purchase ordinary shares of 61.05 pence each in the share capital of Pennon for an aggregate purchase price of no greater than £60 million and the simultaneous on-sale of such shares by Morgan Stanley to Pennon. This agreement commences on 23 July 2021 and share purchase activity pursuant to the agreement is expected to end no later than 30 September 2021. Morgan Stanley will make trading decisions in relation to shares purchased under the Programme independently of, and uninfluenced by, Pennon. All shares repurchased will be cancelled.

Further execution phases of the Programme will be announced in due course.

Any purchase of shares done in relation to this announcement will be carried out on the London Stock Exchange and Multilateral Trading Facilities, as defined by the Directive 2014/65/EU on markets in financial instruments (including the delegated and implementing acts adopted under it) as implemented, retained, amended, extended, re-enacted or otherwise given effect in the United Kingdom from 1 January 2021 and as amended or supplemented in the United Kingdom thereafter, and executed within the price and volume conditions set out in the Listing Rules, the provisions of Article 5(1) of Regulation (EU) No. 596/2014 (as incorporated into UK domestic law by the European Union (Withdrawal) Act 2018), the Commission Delegated Regulation (EU) 2016/1052 (as incorporated into UK domestic law by the European Union (Withdrawal) Act 2018) dealing with buyback programmes and Pennon's general authority to make market purchases of shares granted at its AGM on 22 July 2021.

Pennon will announce any market repurchase of shares no later than 7.30 a.m. on the business day following the calendar day on which the repurchase occurred.

This announcement does not constitute, or form part of, an offer or any solicitation of an offer for securities in any jurisdiction.

For further information, please contact: