United Utilities Regulatory News (UU.)

26 Jul 2010 12:06

UNITED UTILITIES GROUP PLC RESOLUTIONS PASSED 26 JULY 2010

At the annual general meeting held on 23 July 2010, at the Midland Hotel, Manchester the following resolutions were duly passed as special business. Resolutions 9 and 14 were passed as ordinary resolutions and resolutions 10, 11, 12 and 13 as special resolutions.

9. AUTHORITY TO ALLOT SHARES

IT WAS RESOLVED:

THAT the board be authorised to allot ordinary shares pursuant to section 551 of the Companies Act 2006 (`the Act') in the company and to grant rights to subscribe for or convert any security into ordinary shares in the company:

(A) up to a nominal amount of £11,358,933 (such amount to be reduced by the nominal amount allotted or granted under paragraph (B) below in excess of such sum); and

(B) comprising equity securities (as defined in section 560(1) of the Act) up to a nominal amount of £22,717,867 (such amount to be reduced by any allotments or grants made under paragraph (A) above) in connection with an offer by way of a rights issue:

(i) to ordinary shareholders in proportion (as nearly as may be practicable) to their existing holdings; and

(ii) to holders of other equity securities as required by the rights of those securities or as the board otherwise considers necessary; and so that the board may impose any limits or restrictions and make any arrangements which it considers necessary

or appropriate to deal with treasury shares, fractional entitlements, record dates, legal, regulatory or practical problems in, or under the laws of, any territory or any other

matter, such authorities to apply until the end of next year's annual general meeting (or, if earlier, until the close of business on 22 October 2011) but, in each case, during this period the company may make offers and enter into agreements which would, or might, require shares to be allotted or rights to subscribe for or convert securities into shares to be granted after the authority ends and the board may allot shares or

grant rights to subscribe for or convert securities into shares under any such offer or agreement as if the authority had not ended.

10. DISAPPLICATION OF STATUTORY PRE-EMPTION RIGHTS

IT WAS RESOLVED AS A SPECIAL RESOLUTION:

THAT, if resolution 9 is passed, the board be given power to allot equity securities (as defined in the Companies Act 2006 (`the Act')) for cash under the authority given by that resolution and/or to sell ordinary shares of five pence each held by the company as treasury shares for cash as if section 561 of the Act did not apply to any such allotment or sale, such power to be limited:

(A) to the allotment of equity securities and sale of treasury shares for cash in connection with an offer of, or invitation to apply for, equity securities (but in the case of the authority granted under paragraph (B) of resolution 9, by way of a rights issue only):

(i) to ordinary shareholders in proportion (as nearly as may be practicable) to their existing holdings; and

(ii) to holders of other equity securities, as required by the rights of those securities or, as the board otherwise considers necessary,

and so that the board may impose any limits or restrictions and make any arrangements which it considers necessary or appropriate to deal with treasury shares, fractional entitlements, record dates, legal, regulatory or practical problems in, or under the laws of, any territory or any other matter; and

(B) in the case of the authority granted under paragraph (A) of resolution 9 and/or in the case of any sale of treasury shares for cash, to the allotment (otherwise than under paragraph (A) above) of equity securities or sale of treasury shares up to a nominal amount of £1,703,840, such power to apply until the end of next year's annual general meeting (or, if earlier, until the close of business on 22 October 2011) but, in each case, during this period the company may make offers, and enter into agreements, which would, or might, require equity securities to be allotted (and treasury shares to be sold) after the power ends and the board may allot equity securities (and sell treasury shares) under any such offer or agreement as if the power had not ended.

11. MARKET PURCHASE OF ITS OWN SHARES BY THE COMPANY

IT WAS RESOLVED AS A SPECIAL RESOLUTION:

THAT the company be authorised for the purposes of section 701 of the Companies Act 2006 (`the Act') to make one or more market purchases (as defined in section 693(4) of the Act) of its ordinary shares of five pence each, such power to be limited:

(A) to a maximum number of 68,153,603 ordinary shares;

(B) by the condition that the minimum price which may be paid for an ordinary share is the nominal amount of that share and the maximum price which may be paid for an ordinary share is the higher of:

(i) an amount equal to five per cent above the average market value of an ordinary share for the five business days immediately preceding the day on which that ordinary share is contracted to be purchased; and

(ii) the higher of the price of the last independent trade and the highest current independent bid on the trading venues where the purchase is carried out, in each case, exclusive of expenses; such power to apply until the end of next year's annual general meeting (or, if earlier, 22 October 2011) but in each case so that the company may enter into a contract to purchase ordinary shares which will or may be completed or executed wholly or partly after the power ends and the company may purchase ordinary shares pursuant to any such contract as if the power had not ended.

12. NOTICE OF GENERAL MEETING

IT WAS RESOLVED AS A SPECIAL RESOLUTION:

THAT a general meeting other than an annual general meeting may be called on not less than 14 clear days' notice.

13. ADOPTION OF NEW ARTICLES OF ASSOCATION

IT WAS RESOLVED AS A SPECIAL RESOLUTION:

THAT:

(A) the articles of association of the company be amended by deleting all the provisions of the company's memorandum of association which, by virtue of section 28 of the Companies Act 2006, are to be treated as provisions of the company's articles of association; and

(B) the articles of association produced to the meeting and initialled by the chairman of the meeting for the purpose of identification be adopted as the articles of association of the company in substitution for, and to the exclusion of, the existing articles of association.

14. AUTHORISATION OF POLITICAL DONATIONS AND POLITICAL EXPENDITURE

IT WAS RESOLVED:

THAT, in accordance with Part 14 of the Companies Act 2006 (`the Act'), the company and each company which is or becomes a subsidiary of the company at any time during the period for which this resolution has effect be and are hereby authorised:

(A) to make political donations to political parties and/or independent election candidates to which Part 14 of the Act applies, not exceeding £50,000 in total;

(B) to make political donations to political organisations other than political parties, not exceeding £50,000 in total; and

(C) to incur political expenditure, not exceeding £50,000 in total; in each case during the period beginning with the date of the passing of this resolution and ending on the earlier of the conclusion of the next annual general meeting of the company and 22 October 2011. In any event, the aggregate amount of political donations and political expenditure made or incurred by the company and its subsidiaries pursuant to this resolution shall not exceed £ 150,000.

United Utilities Group's ordinary shares trade on the London Stock Exchange and

its ADRs, each equal to two ordinary shares, trade over the counter under the

Trading Symbol "UUGRY".