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United Utilities Grp (UU.)

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Monday 25 July, 2011

United Utilities Grp

Result of AGM - special resolutions


                          UNITED UTILITIES GROUP PLC                           

                              RESOLUTIONS PASSED                               

                                 25 JULY 2011                                  

At the annual general meeting held on 22 July 2011, at the Midland Hotel,
Manchester the following resolutions were duly passed. Resolutions 13 and 18
were passed as ordinary resolutions and resolutions 14, 15, 16 and 17 as
special resolutions.

13. AUTHORITY TO ALLOT SHARES

IT WAS RESOLVED:

THAT the board be generally and unconditionally 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 an aggregate nominal amount of £11,361,356 (such amount to be reduced
by the aggregate 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 an aggregate nominal amount of £22,722,712 (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 until the close of business on 21 January 2013, whichever is earlier, 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. All authorities vested in the board on the date of the
notice of this meeting to allot shares or grant rights that remain unexercised
at the commencement of this meeting are revoked.

14. DISAPPLICATION OF STATUTORY PRE-EMPTION RIGHTS

IT WAS RESOLVED AS A SPECIAL RESOLUTION:

THAT 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 13,
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 13
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 an aggregate nominal amount of £1,704,203, such power to
apply until the end of next year's annual general meeting or until the close of
business on 21 January 2013, whichever is earlier, 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.

15. MARKET PURCHASE OF ITS OWN SHARES BY THE COMPANY

IT WAS RESOLVED AS A SPECIAL RESOLUTION:

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 68,168,136 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
until the close of business on 21 January 2013, whichever is earlier, 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.

16. 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.

17. AMENDMENT TO THE ARTICLES OF ASSOCATION

IT WAS RESOLVED AS A SPECIAL RESOLUTION:

THAT the articles of association be amended by the inclusion of the following
as a new article 81A

81A

(1) If:

(a) at the annual general meeting in any year any resolution or resolutions for
the election or reappointment of the persons eligible for election or
reappointment as directors are put to the meeting and lost, and

(b) at the end of that meeting the number of directors is fewer than any
minimum number of directors required under Article 62,

all retiring directors who stood for election or reappointment at that meeting
(the Retiring Directors) shall be deemed to have been elected or reappointed as
directors and shall remain in office, but the Retiring Directors may only:

(i) act for the purpose of appointing an additional director or directors (such
appointment(s) to be ratified by the company at the next general meeting);

(ii) convene a general meeting of the company for the purpose of the
appointment of additional directors and/or the ratification by the company of
any directors appointed by the Retiring Directors; and

(iii) perform such duties as are essential to maintain the company as a going
concern, but not for any other purpose.

(2) The Retiring Directors shall convene the general meeting referred to in
Article 81A(1)(ii) as soon as reasonably practicable following the meeting
referred to Article 81A (1)(a) and (b) and they shall retire from office at
that meeting if the number of directors appointed or ratified by the company at
that meeting is equal to or more than the minimum number of directors required
under Article 62.

(3) If at the end of any meeting convened under Article 81A (2) the number of
directors is fewer than any minimum number of directors required under Article
62, the provisions of Articles 81A (1) and 81A (2) shall also apply to that
meeting.

18. AUTHORISATION OF POLITICAL DONATIONS AND POLITICAL EXPENDITURE

IT WAS RESOLVED:

THAT, 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 conclusion of the next annual general meeting of
the company or the close of business on 21 January 2013, whichever is earlier.
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.

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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".