UNITED UTILITIES GROUP PLC
(06559020)
RESOLUTIONS PASSED at
AGM
19 JULY
2024
At the annual general meeting held on
19 July 2024, at The Conference Centre, Lingley Mere Business Park,
Lingley Green Avenue, Great Sankey, Warrington, WA5 3LP the
following resolutions were duly passed. Resolutions 16 to 19 were
passed as special resolutions and resolution 20 as an ordinary
resolution.
Resolution 16: general power to disapply statutory pre-emption
rights
That if resolution 15 is passed, the
board be authorised to allot equity securities (as
defined
in the Companies Act 2006) for cash
under the authority given by that resolution and/or to sell
ordinary shares held by the company as treasury shares for cash as
if section 561 of the Companies Act 2006 did not apply to any such
allotment or sale, such authority 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
15, 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) to the allotment of equity
securities or sale of treasury shares (otherwise than under
paragraph (A) above) up to a nominal amount of £3,409,442;
and
(C) to the allotment of equity
securities or sale of treasury shares (otherwise than under
paragraph (A) or paragraph (B) above) up to a nominal amount equal
to 20 per cent of any allotment of equity securities or sale of
treasury shares from time to time under paragraph (B) above, such
authority to be used only for the purposes of making a follow-on
offer which the board of the company determines to be of a kind
contemplated by paragraph 3 of Section 2B of the Statement of
Principles on Disapplying Pre-Emption Rights most recently
published by the Pre-Emption Group prior to the date of this
notice,
such authority to expire at the end
of the next AGM of the company or, if earlier, at the close of
business on 1 October 2025 but, in each case, prior to its expiry
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 authority expires and the
board may allot equity securities (and sell treasury shares) under
any such offer or agreement as if the authority had not
expired.
Resolution 17: specific power to disapply pre-emption rights
in connection with an acquisition or specified capital
investment
That if resolution 15 is passed, the
board be authorised in addition to any authority granted under
resolution 16 to allot equity securities (as defined in the
Companies Act 2006) for cash under the authority given by that
resolution and/or to sell ordinary shares held by the company as
treasury shares for cash as if section 561 of the Companies Act
2006 did not apply to any such allotment or sale, such authority to
be:
(A) limited to the allotment
of equity securities or sale of treasury shares up to a nominal
amount of £3,409,442 such authority to be used only for the
purposes of financing (or refinancing, if the authority is to be
used within 12 months after the original transaction) a transaction
which the board of the company determines to be either an
acquisition or a specified capital investment of a kind
contemplated by the Statement of Principles on Disapplying
Pre-Emption Rights most recently published by the Pre-Emption Group
prior to the date of this notice; and
(B) limited to the allotment of
equity securities or sale of treasury shares (otherwise than under
paragraph (A) above) up to a nominal amount equal to 20 per cent of
any allotment of equity securities or sale of treasury shares from
time to time under paragraph (A) above, such authority to be used
only for the purposes of making a follow-on offer which the board
of the company determines to be of a kind contemplated by paragraph
3 of Section 2B of the Statement of Principles on Disapplying
Pre-Emption Rights most recently published by the Pre-Emption Group
prior to the date of this notice,
such authority to expire at the end
of the next AGM of the company or, if earlier, at the close of
business on 1 October 2025 but, in each case, prior to its expiry
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 authority expires and the
board may allot equity securities (and sell treasury shares) under
any such offer or agreement as if the authority had not
expired.
Resolution 18: authorising the company to make market purchases
of its own shares
That the company be generally and
unconditionally 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 aggregate
number of 68,188,841 ordinary shares of five pence each;
and
(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 5 per cent above the middle market value of an ordinary share
(as derived from the London Stock Exchange plc's Daily Official
List) for the five business days immediately preceding the day on
which that ordinary share is contracted to be purchased;
and
(ii) the higher of (i)
the price of the last independent trade of an ordinary share; and
(ii) the highest current independent bid for an ordinary share on
the trading venues where the purchase is carried out,
in each case, exclusive of expenses,
such power to apply until the end of the next AGM of the company
or, if earlier, at the close of business on 1 October 2025. 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.
Resolution 19: notice of general meeting
That a general meeting other than an
annual general meeting may be called on not less than 14 clear
days' notice.
Resolution 20: authorising political donations and political
expenditure
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;
(B) to make political donations
to political organisations other than political parties;
and
(C) to incur political
expenditure;
in each case during the period
beginning with the date of the passing of this resolution and
ending on the conclusion of the next AGM or, if earlier, at the
close of business on 1 October 2025. 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 £50,000.
For the purposes of this resolution
the terms 'political donations', 'independent election candidates',
'political organisations', 'political expenditure' and 'political
parties' have the meanings set out in sections 363 to 365 of the
Act.
…………………………….
LEI - 2138002IEYQAOC88ZJ59
Classification - Result of
AGM
Jane Gilmore, Deputy Secretary 07717
702375