Pennon : Notice of Annual General Meeting 2024

Bringing

Water to

Life

Supporting the lives of people and the places they love for generations to come

Notice of Annual General Meeting

2024

Notice of Annual General Meeting 2024

This document is important and requires your immediate attention. If you are in any doubt about the action you should take, you should immediately consult your stockbroker, solicitor, accountant or other independent professional adviser who is authorised under the Financial Services and Markets Act 2000.

If you have sold or transferred all of your shares in Pennon Group plc (the Company), please send this document and any accompanying documents as soon as possible to the stockbroker, bank or other agent through whom the sale or transfer was affected, for delivery to the purchaser or transferee.

YOUR VOTE IS IMPORTANT. You are strongly encouraged to vote on all resolutions to be proposed at the AGM by appointing the Chair of the meeting as your proxy. A valid proxy appointment must be received by 10am on 22nd July 2024. Further details on how you can appoint a proxy are set out in this notice.

Notice of Annual General Meeting 2024 (the AGM) Pennon Group plc to be held at Peninsula House, Rydon Lane, Exeter, EX2 7HR on Wednesday 24th July 2024 at 10am

Gill Rider

Group Chair

Dear Shareholder

I am pleased to invite you to the Company's AGM, which will be held at Peninsula House, Rydon Lane, Exeter, EX2 7HR on Wednesday 24th July 2024 at 10am. The notice of AGM (the Notice) is set out on pages 2-4 of this document.

Safety and Security Notice

The health and wellbeing of our shareholders, colleagues and the wider community is of the utmost importance to the Company. In light of shareholder feedback from last year's AGM we have decided to put security arrangements in place to ensure the safety and comfort for all attendees and colleagues, and I thank you in advance for adhering to these arrangements. The safety and security arrangements can be found on page 11.

We do not permit behaviour that may interfere with anyone's security or safety or the good order of the meeting. The taking of photos, videos or audio recordings is not permitted.

Anyone who wishes to attend our AGM must follow our safety and security arrangements. Anyone who does not comply with our safety and security arrangements will be asked to leave.

Business of the AGM

The business to be considered at this year's AGM is set out below and an explanation of the business appears on pages 8-10 of this document.

To demonstrate the Company's commitment to shareholders, the Board is again putting the Company's climate-related financial disclosures before shareholders and is seeking a non-binding advisory vote on them at the AGM this year. The disclosures represent the Company's response to the recommendations of the Task Force on Climate-related Financial Disclosures (TCFD) and set out the Company's climate strategy to reduce emissions within its operations and through its supply chain, in order to get to Net Zero by 2030.

To reflect developments in market practice and relevant legal requirements the Board is putting forward resolutions for amendments to the Company's Articles of Association, renewal of the SAYE and SIP schemes and, following an audit tender, the appointment of a new Auditor.

Board Changes

As outlined in the Annual Report and Accounts 2024, Steve Buck was appointed to the Board on 27th November 2023 and assumed the role of Group Chief Financial Officer on 1st January 2024, following Paul Boote's decision to step down. Steve will be standing for election at this year's AGM. Details of Steve's skills and experience can be found on page 5.

As reported in the Annual Report and Accounts 2023, this will be my final AGM as Chair and I will therefore not be standing for re-election. As announced, I am delighted that David Sproul will be the new Chair of the Company and will be standing for election at the AGM. David will be appointed as an Independent Non-Executive Director on 1st July 2024 and will assume the role of Chair after the AGM on 24th July 2024. Details of David's skills and experience can be found on page 5. All other Directors are standing for re-election.

AGM Registration

As the meeting this year will be held at our head office, Peninsula House, we encourage all shareholders to kindly register your intention to attend. Please contact [e-mail].

Voting at the AGM

In line with best practice, we continue to encourage the use of electronic proxy voting. You may register your proxy votes via www.signalshares.com. Registering your vote electronically is entirely secure and ensures the privacy of your personal information.

If you wish to vote by post, you will find a proxy form enclosed with this document. Please submit your completed proxy appointment and voting instruction forms as soon as possible, but no later than 10am on 22nd July 2024 for ordinary shareholders, to the Company's Registrar, Link Group, PXS1, Central Square, 29 Wellington Street, Leeds, LS1 4DL.

If you attend the AGM, you will be provided with a poll card on the day.

WaterShare+ participants are reminded that the deadline for giving their voting instructions to the registered shareholder, Link Market Services Trustees (Nominees) Limited, is 10am on 19th July 2024. You will need to give your voting instructions via Signal Shares (www.signalshares.com). Your views are very important to us and we encourage you to give your voting instructions.

Any WaterShare+ participants who would like to attend the AGM in person must make a request to obtain a letter of representation to Link Market Services Trustees (Nominees) Limited by 10am on 19th July 2024, so that the required paperwork can be processed. We will be unable to permit entry to the meeting to any WaterShare+ participants who have not made appropriate arrangements or have the appropriate paperwork.

Further details on the WaterShare+ Scheme can be found at www.pennon-group.co.uk/investor-information/watershare.

Shareholder Questions

The AGM is an opportunity to ask your Board questions relating to the business of the Company. If you would like to ask a question for the Board on the business of the AGM, we invite you to pre-submit them by 10am on 22nd of July 2024 to our Company Secretarial team by email at [e-mail]. Questions will be answered during the meeting, where possible. There will be plenty of time for shareholders to ask questions. A summary of responses will be published on our website following the meeting.

Live Webcast

This year, we are providing a live webcast to enable shareholders to listen to the 2024 AGM remotely and we encourage all our shareholders to make use of this facility. This webcast is not interactive and it is not possible to vote or ask questions remotely. Shareholders should note that accessing the live webcast is for viewing and information purposes only.

Instructions on how to access the live webcast are set out on page 11. Please remember to register your proxy vote in advance of the meeting, as outlined above.

Recommendation

The Board considers that all resolutions to be proposed at the AGM are in the best interests of and promote the success of the Company and our shareholders as a whole and accordingly unanimously recommends that you vote in favour of the resolutions, as your Directors intend to do in respect of their own shareholdings.

Electronic Communications

The Company's policy is to provide all shareholder documents electronically whenever possible. Publishing documents via our website is not only secure, but also quicker, more cost effective and reflects the Company's sustainability objectives as less resources and energy are used compared with traditional printing and distribution needs.

If you now wish to sign up to receive future shareholder communications electronically, you can do so via the share portal service provided by our registrar. To register simply go to www.signalshares.com and select 'Account Registration' and then follow the on-screen instructions by inputting your surname and your Investor Code. You will also need to input your postcode and your email address.

Finally, I want to extend my thanks to our Board, our CEO Susan and her executive team for their support. I am grateful to have worked alongside such a talented and dedicated team over many years and I look forward to continuing my relationship with Pennon as a customer.

Gill Rider

Group Chair

20th May 2024

Pennon Group plc » Notice of Annual General Meeting 2024

1

Notice of Annual General Meeting 2024

Notice is hereby given that the 2024 Annual General Meeting

of Pennon Group plc will be held at Peninsula House, Rydon Lane, Exeter, EX2 7HR on Wednesday 24th July 2024 at 10am.

Resolutions

The Resolutions numbered 1 to 18 are proposed as Ordinary Resolutions, which must each receive more than 50% of the votes cast in order to be passed.

Resolutions 19 to 23 are proposed as Special Resolutions, which must receive at least 75% of the votes cast in order to be passed.

Ordinary resolutions

Resolution 1 - Annual Report and Accounts

That the Annual Report and Accounts for the year ended 31st March 2024 be received and adopted.

Resolution 2 - Dividend

That a final dividend of 30.33p per ordinary share, as recommended by the Directors for the financial year ended 31st March 2024, be declared for payment on 5th September 2024 to ordinary shareholders whose name appears on the register of members as at the close of business on 26th July 2024.

Resolution 3 - Directors' Remuneration Report

That the Directors' Remuneration Report for the financial year ended 31st March 2024, as contained in the Company's Annual Report and Accounts 2024 (excluding the Directors' Remuneration Policy set out on page 152 of the Annual Report and Accounts 2024) be approved.

Election of Directors

Resolution 4 - Election of David Sproul

To elect David Sproul as a Director.

Read biography on page 5

Re-election of Directors

Resolution 6 - Susan Davy

To re-elect Susan Davy as a Director.

Read biography on page 5

Resolution 7 - Iain Evans

To re-elect Iain Evans as a Director.

Read biography on page 6

Resolution 8 - Jon Butterworth

To re-elect Jon Butterworth as a Director.

Read biography on page 6

Resolution 9 - Claire Ighodaro

To re-elect Claire Ighodaro as a Director.

Read biography on page 6

Resolution 10 - Loraine Woodhouse

To re-elect Loraine Woodhouse as a Director.

Read biography on page 7

Resolution 11 - Dorothy Burwell

To re-elect Dorothy Burwell as a Director.

Read biography on page 7

Resolution 12 - Appointment of Auditor

That PricewaterhouseCoopers LLP be appointed as Auditor of the Company to hold office until the conclusion of the next AGM at which accounts are laid before the Company.

Resolution 5 - Election of Steve Buck

To elect Steve Buck as a Director.

Read biography on page 5

Resolution 13 - Auditor's remuneration

That the Audit Committee be authorised to determine the remuneration of the Auditor, for and on behalf of the Board.

2 Notice of Annual General Meeting 2024 « Pennon Group plc

Resolution 14 - Political donations

That in accordance with Section 366 of the Companies Act 2006 (the Act), the Company, and all companies that are subsidiaries of the Company at any time during the period for which the resolution has effect, be generally and unconditionally authorised to:

1. make political donations to political parties and/or independent election candidates not exceeding £75,000 in total;
2. make political donations to political organisations other than political parties not exceeding £75,000 in total; and
3. incur political expenditure not exceeding £75,000 in total,

during the period from the date of this resolution to the date of the next AGM of the Company in 2025, or if earlier to the close of business on

1st October 2025, provided that the aggregate amount of any such donations and expenditure shall not exceed £75,000 in total and that for the purpose of this resolution the terms 'political donations', 'political parties', 'independent election candidates', 'political organisations' and 'political expenditure' have the meanings set out in Sections 363 to 365 of the Act.

Resolution 15 - Authority to allot shares

That:

1. the Directors be generally and unconditionally authorised, in accordance with Section 551 of the Act, to exercise all powers of the Company to allot shares in the Company and grant rights to subscribe for, or convert any security into, shares in the Company:
2. 1. up to a maximum nominal amount of £58,209,077 (such amount to be reduced by the nominal amount of any equity securities (as defined in Section 560 of the Act) allotted under paragraph (ii) below in excess of £58,209,077); and
   2. comprising equity securities (as defined in Section 560 of the Act) up to a maximum nominal amount of £116,418,155 (such amount to be reduced by any shares allotted or rights granted under paragraph
      (i) above) in connection with an offer by way of a pre-emptive offer:

1. 1. to holders of ordinary shares in proportion (as nearly as may be practicable) to their existing holdings; and
   2. to holders of other equity securities if this is required by the rights of those securities or, if the Directors consider it necessary, as permitted by the rights of those securities,
      and so that the Directors may impose such exclusions, limits or other restrictions and make any other arrangements
      as they consider expedient, necessary or appropriate in relation to treasury shares, fractional entitlements, record dates, shares represented by depository receipts, legal, regulatory
      or practical problems under the laws in any territory or the requirements of any relevant regulatory body or stock exchange or any other matter,
      provided that:
2. this authority shall expire at the conclusion of the next AGM of the Company after the passing of this resolution or, if earlier, at the close of business on 1st October 2025;
3. the Company may, before this authority expires, make an offer, or enter into an agreement which would or might require shares to be allotted or rights to be granted after it expires, and the Directors may allot shares or grant rights in pursuance of such offer or agreement as if this authority had not expired; and
4. all previous unutilised authorities under Section 551 of the Act shall cease to have effect (save to the extent that the same are exercisable pursuant to Section 551(7) of the Act by reason of any offer or agreement made prior to the date of this resolution which would or might require shares to be allotted or rights to be granted on or after that date).

Resolution 16 - Climate-related financial disclosures

To consider and approve the Company's climate-related financial disclosures as set out on pages 78-109 of the Annual Report and Accounts 2024.

Resolution 17 - The adoption of the Pennon Group Sharesave Scheme (the "2024 Sharesave")

That:

1. the rules of the 2024 Sharesave in the form produced to the meeting and initialled by the Chair for the purposes of identification, the principal terms of which are summarised in Appendix 2 to this Notice, be approved; and
2. the Directors be authorised to do what they consider necessary or expedient to implement the 2024 Sharesave and to establish further plans based on the 2024 Sharesave to take account of local tax, exchange control or securities laws in overseas territories provided that any shares made available under any other such plans count against any limits on individual or overall participation under the 2024 Sharesave.

Resolution 18 - The adoption of the Pennon Group All- Employee Share Incentive Plan (the "2024 SIP")

That:

1. the rules of the 2024 SIP in the form produced to the meeting and initialled by the Chair for the purposes of identification, the principal terms of which are summarised in Appendix 2 to this Notice, be approved; and
2. the Directors be authorised to do what they consider necessary or expedient to implement the 2024 SIP and to establish further plans based on the 2024 SIP to take account of local tax, exchange control or securities laws in overseas territories provided that any shares made available under any other such plans count against any limits on individual or overall participation under the 2024 SIP.

Special resolutions

Resolution 19 - General authority to disapply pre-emption rights

That:

1. the Directors be given power, subject to the passing of Resolution 15 above, to allot equity securities (as defined in Section 560 of the Act) for cash pursuant to the authority conferred on them by that resolution under Section 551 of that Act and/or to allot equity securities as defined in Section 560(3) of that Act (sale of treasury shares) for cash in either case as if Section 561 of the Act did not apply to the allotment or sale, but so that this power shall be limited:

1. to the allotment of equity securities in connection with an offer, invitation to apply for, or issue of equity securities (but in the case of the authority granted under Resolution 15(a) (ii), by way of a

pre-emptive offer only) to or in favour of:

1. holders of ordinary shares in proportion (as nearly as may be practicable) to their existing holdings;
   and
2. holders of other equity securities if this is required by the rights of those securities or, if the Directors consider it necessary, as permitted by the rights of those securities;

Pennon Group plc » Notice of Annual General Meeting 2024

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Notice of Annual General Meeting 2024 continued

and so that the Directors may impose such exclusions, limits or restrictions and make any other arrangements as they consider expedient, necessary or appropriate in relation to treasury shares, fractional entitlements, record dates, shares represented by depositary receipts, any legal, regulatory or practical problems under the laws in any territory or the requirements of any relevant regulatory body or stock exchange or any other matter;

1. to the allotment of equity securities pursuant to the authority granted under Resolution 15(a)(i) and/or by virtue of Section 560(3) of the Act (in each case otherwise than under paragraph
   (A) above) up to a maximum nominal amount of £17,462,723; and
2. 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% of any allotment of equity securities or sale of treasury shares from time to time under paragraph (B) above, such power to be used only for the purposes of making a follow-on offer which the Directors determine 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,

provided that:

1. this power shall apply until the conclusion of the next AGM of the Company after the passing of this resolution or, if earlier, until the close of business on 1st October 2025; and
2. the Company may, before this power ends, make an offer or enter into an agreement, which would or might require equity securities to be allotted after the power ends, and the Directors may allot equity securities in pursuance of such offer or agreement as if this power had not ended.

Resolution 20 - Authority to disapply pre-emption rights in connection with an acquisition or specified capital investment

That:

1. the Directors, in addition to any power granted under Resolution 19 above, be given power, subject to the passing of Resolution 15, to allot equity securities (as defined in Section 560 of the Act) for cash pursuant to the authority conferred on them by Resolution 15(a)(i) under Section 551 of the Act; and/or to allot equity securities as defined in Section 560(3) of that Act (sale of treasury shares) for cash, in either case as if Section 561 of that Act did not apply to the allotment or sale, but so that this power shall be:
2. 1. limited to the allotment of equity securities up to a maximum nominal amount of £17,462,723; and used only for the purposes of financing a transaction which the Directors determine 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 or for the purposes of refinancing such a transaction within 12 months of its taking place; and
   2. 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%. of any allotment of equity securities or sale of treasury shares from time to time under paragraph (A) above, such power to be used only for the purposes of making a follow-on offer which the Directors determine 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,

provided that:

1. this power shall apply until the conclusion of the next AGM of the Company after the passing of this resolution or, if earlier, at the close of business on 1st October 2025; and
2. the Company may, before this power ends, make an offer or enter into an agreement, which would or might require equity securities to be allotted after the power ends, and the Directors may allot equity securities in pursuance of such offer or agreement as if this power had not ended.

Resolution 21 - Authority to purchase own shares

That in accordance with the Act, the Company is generally and unconditionally authorised for the purposes of Section 701 of the Act to make one or more market purchases (within the meaning of Section 693(4) of the Act) of any of its ordinary shares in the capital of the Company on such terms and in such manner as the Directors of the Company may from time to time determine, provided that:

1. the maximum number of ordinary shares that may be purchased under this authority is 28,603,969;
2. the minimum price which may be paid for each ordinary share is the nominal value of the share (exclusive of expenses payable by the Company in connection with the purchase);
3. the maximum price which may be paid for each ordinary share purchased under this authority (exclusive of expenses payable by the Company in connection with the purchase) shall not be more than the higher of:
4. 1. an amount equal to 5% 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
   2. the higher of the price of the last independent trade of an ordinary share and the highest current independent bid for an ordinary share on the trading venue where the purchase is to be carried out, including when the shares are traded on different trading venues; and
5. this authority will, unless previously varied, revoked or renewed, expire at the conclusion of the next AGM of the Company or, if earlier, on 1st October 2025, but the Company may enter into a contract or contracts to purchase ordinary shares under this authority before its expiry which will or may be executed wholly or partly after the expiry of this authority, and the Company may make purchases of ordinary shares pursuant to any such contract as if this authority had not expired.

Resolution 22 - Notice of General Meetings

That a general meeting, other than an AGM, may be called on not less than 14 clear days' notice.

Resolution 23 - Amendment to Articles of Association

That, with effect from the conclusion of this AGM, the new articles of association for the Company produced to this meeting (and initialled by the Chair for the purposes of identification) be approved and adopted by the Company in substitution for, and to the exclusion of, the existing articles of association of the Company.

By order of the Board

Andrew Garard

Group General Counsel and Company Secretary

Pennon Group plc

Registered office: Peninsula House, Rydon Lane, Exeter, EX2 7HR

Registered in England and Wales No: 2366640 20th May 2024

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The Pennon Board of Directors

Working responsibly together

David Sproul

	Date of Appointment to
	the Board
	David will be appointed to the Board
	as an Independent Non-Executive
	Director with effect from 1st July 2024
	and will assume the role of Chair after
	the AGM.
	Current external appointments
Group Chair Designate	Chair of Starling Bank Limited and
non-executive director on Safanad
	Limited. David is also a senior
	adviser to Bridgepoint Europe and
	he sits on the Board of Governors
	as chair designate of University
	of Hertfordshire.

Skills and experience

David is a Chartered Accountant who has spent the majority of his career in professional services with Deloitte and prior to that Andersen serving a diverse range of UK and international clients. He concluded his executive career at Deloitte in summer 2021 as Global Deputy CEO having previously been elected for two terms as Senior partner and Chief Executive of Deloitte UK and North West Europe from 2011 to 2019. During his leadership the firm became the largest and most profitable professional services firm Globally and, in the UK, driven in part by significant investments in technology services, as well as differentiating itself as the Audit quality leader with a strong inclusive culture.

Susan Davy BSc Hons, ACA

Group Chief Executive Officer

Date of Appointment to the Board

Susan was appointed to the Board as Group Chief Financial Officer in February 2015 and was appointed as Group Chief Executive on 31st July 2020.

Current external appointments

Non-Executive Director and Audit Chair of Restore Plc, a Director of the Institute of Water, a member of the Water UK Board, member of the Energy and Utilities Skills Partnership Council, and was previously a member of the A4S (Accounting for Sustainability) CFO leadership network.

Skills and experience

Susan's knowledge of the industry, coupled with her financial and regulatory expertise, has underpinned the development of Pennon's growth strategy to become a leader within the water industry. Under Susan's leadership, the Group has continued to expand, and become a stronger and more resilient business. In her 25+ years' experience, in the utility sector, Susan has also held several other senior roles in

the water sector, including at Yorkshire Water, giving her the knowledge to provide stability and thoughtful leadership to the Group.

Steve Buck

Date of Appointment to the Board

Steve was appointed to the Board as

Group Chief Financial Officer on 27th

November 2023.

Current external appointments

None

Group Chief

Financial Officer

Skills and experience

Steve is a Chartered Management Accountant and has spent almost two decades

working across the globe in different roles within the utility	sector	- including
his most recent role as Chief Financial Officer for Anglian	Water	Group, where he

worked for four years. Steve has led finance and transformation functions, focusing on delivering for both shareholders and millions of customers in complex and challenging environments.

Pennon Group plc » Notice of Annual General Meeting 2024

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The Pennon Board of Directors continued

Iain Evans CBE

Senior Independent Director

Date of Appointment to the Board

Iain was appointed to the Board as Independent Non-Executive Director on 1st September 2018 and became Senior Independent Director on

1st September 2023.

Current external appointments

Iain is a non-executive director of Bologna Topco Limited and HSM Advisory Limited and continues to act as an independent corporate strategy consultant.

Skills and experience

Iain has 40 years of global experience in advising companies and governments on issues of complex corporate strategy. In 1983, he co-founded L.E.K. Consulting in London and built it into one of the world's largest and most respected corporate strategy consulting firms with a global footprint and active in a wide range of industries. Iain was appointed as a non-executive director of Welsh Water plc in 1989 and served on the board for nearly ten years, including five years as chair.

Claire Ighodaro CBE

Independent Non- Executive Director

Date of Appointment to the Board

Claire was appointed to the Board as Independent Non-Executive Director on 1st September 2019.

Current external appointments

Chair of the audit board of KPMG LLP.

Skills and experience

Claire has held a number of senior roles and directorships with UK and international organisations and has extensive board experience, serving on their audit, remuneration and governance committees. She is a past president of the Chartered Institute of Management Accountants (CIMA) and was the first female to lead this organisation. Claire spent most of her executive career with BT plc. She has also held non-executive directorships across a diverse portfolio, including Governance Committee chair of Bank of America's Merrill Lynch International, Audit Committee chair of Lloyd's of London, Flood Re, The Open University and various UK public bodies, including UK Trade & Investment and the British Council. Claire was also non-executive chair of the Board and Governance Committee at Axa XL-UK Entities until December 2022.

Jon Butterworth

Independent Non- Executive Director

Date of Appointment to the Board

Jon was appointed to the Board as Independent Non-Executive Director on 8th July 2020.

Current external appointments

Chief executive officer at National Gas. Jon is also president of the Pipeline Industries Guild and a director of E.Tapp & Co Limited, Shopfittings Manchester Limited and TMA Property Limited.

Skills and experience

Jon has a distinguished track record and an immense depth of experience and knowledge within the utility sector, having begun his career over 40 years ago as an apprentice

at British Gas. Jon was previously managing director of National Grid Ventures, driving growth across a range of commercial ventures outside the regulated energy sector in the UK and the US. He has also been managing director of Northwest Gas, global Environment and Sustainability manager of Transco, National Operations director of National Grid, Group Safety, Resilience and Environmental director of National Grid plc and formerly chief executive officer of National Grid Ventures. Jon is an ex-chair of the CORGI board, an ex-ambassador of the HM Young Offenders Programme and trustee of the National Gas Museum Trust.

6 Notice of Annual General Meeting 2024 « Pennon Group plc

Loraine Woodhouse

Independent Non- Executive Director

Date of Appointment to the Board

Loraine was appointed to the Board as Independent Non-Executive Director on 1st December 2022.

Current external appointments Non-executivedirector of The Restaurant Group plc and a member of their Audit, Remuneration and Nomination Committees; non-executivedirector and chair of the Audit Committee at British Land plc.

Skills and experience

Loraine is an experienced finance executive, with her experience focused in the retail and consumer sector, and more recently in real estate and infrastructure through her roles with Intu Properties plc and British Land Company plc. Loraine was the chief financial officer of Halfords Group plc until June 2022, before which she spent five years in executive and senior finance roles within John Lewis Partnership, including Waitrose. Prior to that, Loraine was chief financial officer of Hobbs, finance director of Capital Shopping Centres Limited (subsequently Intu Properties plc) and finance director of Costa Coffee Limited.

Dorothy Burwell

Independent Non- Executive Director

Date of Appointment to the Board

Dorothy was appointed to the Board as Independent Non-Executive Director on 1st December 2022.

Current external appointments

Partner and Global Partnership Board member of FGS Global and non-executive director at Post Holdings Inc.

Skills and experience

Dorothy has over 20 years' experience in banking and communications, specialising in natural resources and advising clients around issues of sustainability, strategy, and corporate communications. She is well known for driving substantive diversity and inclusion agendas. Between 2002 and 2006, Dorothy held analyst and senior roles at Goldman Sachs, in the investment banking division, in both London and New York, as well as in the firmwide Strategy Group, where she focused on proprietary mergers and acquisitions and new business development. Dorothy graduated from the Florida Agricultural and Mechanical University, USA with a Bachelor and Master of Business Administration, Finance and Management.

Pennon Group plc » Notice of Annual General Meeting 2024

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Explanatory notes

Resolution 1 - Annual Report and Accounts

Resolution 1 proposes that shareholders receive and adopt the Company's Annual Report and Accounts 2024 (the Annual Report). The Annual Report, which includes the Strategic Report, the Directors' Report, the Directors' Remuneration Report, the audited Financial Statements and the Independent Auditor's Report, is available on the Company's website at www.pennon-group.co.uk/investor-information/financial-reports-and- presentations. Printed copies have been sent to shareholders who have previously registered a preference for paper communications. Printed copies can also be obtained from the Company's registrar.

Resolution 2 - Dividend

Resolution 2 proposes that shareholders approve the declaration of a final dividend. If approved, a final dividend of 30.33p per ordinary share will become payable on 5th September 2024 to ordinary shareholders on the register of members at close of business on 26th July 2024. Dividends will not be paid to any sanctioned person or to any person who cannot confirm that they have not been sanctioned if requested to do so.

Resolution 3 - Directors' Remuneration Report

Resolution 3 proposes that the Directors' Remuneration Report for the financial year ended 31st March 2024, as contained in the Company's Annual Report (excluding the Directors' Remuneration Policy set out on page 152) be approved. The vote on Resolution 3 is advisory only and the Directors' entitlement to remuneration is not conditional on this resolution being passed.

Resolutions 4 - 5 - Election of Directors

In accordance with the UK Corporate Governance Code, each new Director will stand for election at the AGM.

Details of the skills and experience of each Director can be found on page 5, of this document. Information regarding their remuneration is set out in the Annual Report.

The Board supports the election of the new Directors, as it believes that the knowledge and experience of each Director assist in ensuring that the Board has an appropriate balance of skills and experience for the requirements of the Company's business. It is the Board's view that the Directors' biographies on page 5 illustrate the diverse nature of the Board and why each Director's contribution is important to the Company's long-term sustainable success.

Resolutions 6 - 11 - Re-election of Directors

In accordance with the UK Corporate Governance Code, each Director will stand for re-election at the AGM, other than the new Directors.

Details of the skills and experience of each Director can be found on pages 5-7. Information regarding their remuneration is set out in the Annual Report.

The Board supports the re-election of each Director, as it believes that the knowledge and experience of each Director assist in ensuring that the Board has an appropriate balance of skills and experience for the requirements of the Company's business. It is the Board's view that the Directors' biographies on pages 5-7 of this document illustrate the diverse nature of the Board and why each Director's contribution is important to the Company's long-term sustainable success.

The Chair confirms that the formal annual performance evaluation of the Board, that was carried out in March 2024, concluded that each Director performed effectively and demonstrated commitment to their role, including commitment to time for Board and Committee meetings and other duties as they are likely to arise.

The Board has determined that each of the Non-Executive Directors is independent. In making its assessment, the Board gave particular consideration to those with the longest service. The Board is satisfied that, based on their participation at meetings and their contribution outside of the boardroom, they demonstrate independence of character and judgement in the performance of their roles. Further information on Board composition, independence and experience can be found on page 130 of the Annual Report. Information on our succession planning is on page 130 of the Annual Report.

Resolution 12 - Appointment of Auditor

The Company is required by law to appoint an auditor annually. The appointment must be made before the end of the general meeting before which accounts are laid. Following a competitive tender process the Board recommends the appointment of PricewaterhouseCoopers LLP as the Company's new auditor for the financial year ending 31st March 2025, until the conclusion of the 2025 AGM at which the accounts are laid before the Company, as recommended by the Audit Committee. The Company's previous auditor, Ernst & Young LLP, ceased to hold office as the Company's auditor on 30th May 2024 and has, in accordnace with Section 519 of the Act, provided the Company with a statement of circumstances confirming that it has resigned as auditor of the Company and that there are no circumstances which need to be brought to the attention of shareholders and creditors.

A copy of the statement is set out in Appendix 1.

Resolution 13 - Auditor's remuneration

Resolution 13 proposes that the Audit Committee (for and on behalf of the Board) be authorised to determine the level of the Auditor's remuneration.

Resolution 14 - Political donations

Whilst Resolution 14 requests shareholder approval by way of an ordinary resolution to approve political donations and expenditure, please note that the Company and its subsidiaries have a policy that they do not make political donations or incur political expenditure. However, the Act contains restrictions on companies making donations or incurring political expenditure and defines these terms very widely, such that activities that form part of the normal relationship between the Company and its subsidiaries and bodies concerned with policy review, law reform and other business matters affecting the Company may be included.

These types of activities, which are in the shareholders' interests for the Company and its subsidiaries to conduct, are not designed to support, or implement support for, a particular political party.

The Board believes that the authority proposed under this resolution (which is the same as that agreed by shareholders at the AGM last year and in previous years) is necessary to ensure that the Company, and its subsidiaries, do not commit any technical breach that could arise from the uncertainty generated by the wide definitions contained within the Act when carrying out activities in the furtherance of their legitimate business interests.

Resolution 15 - Authority to allot shares

Resolution 15 requests shareholder approval by way of an ordinary resolution to renew (in compliance with published institutional guidelines) until 1st October 2025 or, if earlier, the conclusion of the next AGM of the Company, the Directors' authority to allot ordinary shares or grant rights to subscribe for or convert any security into shares in the Company in accordance with Section 551 of the Act. It is the Directors' intention to seek to renew this authority annually in accordance with investor guidelines.

The Investment Association (IA) guidelines on Directors' authority to allot shares state that IA members will permit, and treat as routine, resolutions seeking authority to allot shares representing up to one-third of a company's existing issued share capital or up to two-thirds of existing issued share capital where such authority is to be applied to a pre-emptive offer, including a rights issue or open offer.

8 Notice of Annual General Meeting 2024 « Pennon Group plc