United Utilities Regulatory News (UU.)

27 Jul 2009 14:55

UNITED UTILITIES GROUP PLC RESOLUTIONS PASSED 27 JULY 2009

At the annual general meeting held on 24 July 2009, at the Midland Hotel, Manchester the following resolutions were duly passed as special business. Resolutions 9 and 13 were passed as ordinary resolutions and resolutions 10, 11 and 12 as special resolutions.

9. AUTHORITY TO ALLOT SHARES

IT WAS RESOLVED:

THAT the directors be and they are hereby generally and unconditionally authorised in accordance with section 80 of the Companies Act 1985 (`the Act') to exercise all the powers of the company to allot relevant securities (as defined in section 80(2) of the Act) of the company up to an aggregate nominal amount of 11,358,093 provided that this authority shall expire on the earlier of the conclusion of the next annual general meeting of the company and 30 September 2010, save that the company may, before such expiry, make any offer or agreement which would or might require relevant securities to be allotted after such expiry and the directors may allot relevant securities in pursuance of such an offer or agreement as if the authority conferred hereby had not expired. This authority is in substitution for all authorities subsisting at the time this resolution is passed.

10. DISAPPLICATION OF STATUTORY PRE-EMPTION RIGHTS

IT WAS RESOLVED AS A SPECIAL RESOLUTION:

THAT the directors be and they are hereby empowered pursuant to section 95(1) of the Act to make an allotment or allotments of equity securities (as defined in sections 94(2) and 94(3A) of the Act) of the company, pursuant to any general authority conferred on the directors, as if section 89(1) of the Act did not apply to any such allotment, provided that this power shall be limited to:

(a) the allotment of equity securities in connection with a rights issue or other issue in favour of the holders of ordinary shares and in favour of holders of any other class of equity security in accordance with the rights attached to such class, where the equity securities respectively attributable to the interests of such persons are proportionate (as nearly as may be) to the respective numbers of equity securities held by them, subject only to such exclusions or other arrangements as the directors may judge to be necessary or expedient to deal with fractional entitlements or any legal or practical problems arising under the laws of any territory, or due to any shares being represented by depository receipts, or to deal with the requirements of any recognised regulatory body or any stock exchange in any territory; and

(b) the allotment (otherwise than pursuant to sub-paragraph (a) of this resolution) of equity securities which are, or are to be, wholly paid up in cash and have an aggregate nominal amount not exceeding 1,703,714; and provided further that the authorities conferred by subparagraphs (a) and (b) of this resolution shall expire on the earlier of the conclusion of the next annual general meeting of the company and 30 September 2010, save that in any such case, the directors may, before such expiry, make any offer or agreement which would or might require equity securities to be allotted after such expiry and the directors may allot equity securities in pursuance of any such offer or agreement as if the authority conferred had not expired. These authorities are in substitution for all authorities subsisting at the time this resolution is passed.

11. MARKET PURCHASE OF ITS OWN SHARES BY THE COMPANY

IT WAS RESOLVED AS A SPECIAL RESOLUTION:

THAT in accordance with Chapter VII of Part V of the Act, or otherwise as permitted by law and by the company's articles of association, the company be and is hereby generally and unconditionally authorised to make market purchases (as defined in section 163(3) of the Act) of its own ordinary shares of five pence each on such terms and in such manner as the directors of the company may from time to time determine, provided that the authority conferred by this resolution shall:

(a) expire at the conclusion of the next annual general meeting of the company, or if earlier on 30 September 2010;

(b) be limited to the purchase of a maximum of 68,148,563 ordinary shares;

(c) require that the company does not pay less than five pence for each share;

(d) not permit the payment per ordinary share of an amount (excluding expenses (if any) payable by the company) which is more than the higher of (1) five per cent above the average of the middle market quotations for an ordinary share derived from the Daily Official List of the London Stock Exchange for the five business days immediately preceding the day on which any such share is contracted to be purchased by the company; and (2) the amount stipulated by Commission Regulation (EC) 2273/2003;

(e) before its expiry entitle the company to enter into any contract for the purchase of ordinary shares which might be executed and completed wholly or partly after its expiry; and

(f) only be capable of variation, revocation or renewal by special resolution of the company in general meeting.

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. AUTHORISATION OF POLITICAL DONATIONS AND POLITICAL EXPENDITURE

IT WAS RESOLVED:

THAT, in accordance with Part 14 of the Companies Act 2006, 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 Companies Act 2006 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 30 September 2010. 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' ordinary trade on the London Stock Exchange and its ADRs, each equal to two ordinary shares, trade OTC in the USA under the Trading Symbol "UUGRY".