Results of Court Meeting and General Meeting

United Utilities PLC Recommended proposals relating to the introduction of United Utilities Group PLC as the holding company of United Utilities PLC and for the Return of Capital of approximately £1.5 billion to Shareholders Results of Court Meeting and General Meeting 1 July 2008 United Utilities PLC (the "Company") announces that at the meeting convened pursuant to an order of the High Court and held earlier today (the "Court Meeting") and at the subsequent general meeting (the "General Meeting") to approve the scheme of arrangement and other related matters, all resolutions received the necessary majorities and were accordingly approved. At the General Meeting shareholders also approved the operation of new share schemes by United Utilities Group. Under the scheme of arrangement, shares in the Company will be cancelled and then issued to United Utilities Group PLC ("United Utilities Group"), a new holding company. Shareholders will receive 17 United Utilities Group Ordinary Shares for every 22 United Utilities Shares and one B Share in United Utilities Group for each United Utilities Share. The full results of the meetings are summarised below and will shortly be available on the Company's website at: http://www.unitedutilities.com Expected Timetable of Key Events 24 July 2008 Court hearing of the claim form to sanction the Scheme and confirm the capital reduction of United Utilities 11:00 a.m. 25 United Utilities Annual General Meeting July 2008 25 July 2008 Scheme Record Date 28 July 2008 Scheme Effective Date 8:00 a.m. 28 Delisting of United Utilities Shares, Admission of United July 2008 Utilities Group Ordinary Shares and dealings in United Utilities Group Ordinary Shares commence on the London Stock Exchange's main market for listed securities 30 July 2008 Court hearing to confirm the United Utilities Group Reduction of Capital 31 July 2008 United Utilities Group Reduction of Capital becomes effective 8 August 2008 Payment of the United Utilities Final Dividend By 19 August Despatch of cheques or crediting of CREST/mandated bank accounts 2008 in relation to B Share Dividend and Initial B Share Redemption 14 April 2009 Final B Share Redemption This timetable is based on the Board's expectations and may be subject to change. Documents Available for Inspection Copies of the resolutions passed at the Court Meeting and the General Meeting have been submitted to the United Kingdom Listing Authority (the "UKLA") and will shortly be available for viewing at the UKLA's Document Viewing Facility which is situated at the following address: Financial Services Authority, 25 The North Colonnade, Canary Wharf, London E14 5HS. For Further Information Equiniti Limited, United Utilities' registrars 0871 384 2898/+44 121 415 0269 Tim Weller, Chief Financial Officer, United +44 (0) 1925 237000 Utilities Gaynor Kenyon, Communications Director, United +44 (0) 1925 237000 Utilities Darren Jameson, Head of Investor Relations, +44 (0) 1925 237000 United Utilities Dominic Fry/Tom Murray, Tulchan Communications +44 (0) 20 7353 4200 Result of the Court Meeting The voting of those members who cast votes either in person or by proxy on the resolution to approve the Scheme at the Court Meeting is summarised below: For: 285,869,607 Against: 1,463,842 Total votes cast: 287,333,449 Result of the General Meeting All resolutions proposed at the General Meeting were duly passed and the result of the poll is shown below. At the record date for the meeting the total number of voting rights in the Company stood at 881,754,345 and the total United Utilities Shares in issue were 881,754,345. Proxy appointments were received, by 11:15 a.m. on 29 June 2008, from shareholders of 284,829,024 United Utilities Shares. Resolutions (No. as noted Votes For Votes Against Votes Withheld on proxy form) 1. Scheme of arrangement 283,662,380 1,230,966 263,658 and other related matters 2. Establishment by 282,641,121 1,908,575 582,890 United Utilities Group PLC of the United Utilities Group 2008 Savings-Related Share Option Scheme and the United Utilities Group 2008 Share Incentive Plan 3. Establishment by 276,319,992 5,257,731 3,571,665 United Utilities Group PLC of the United Utilities Group 2008 Performance Share Plan, the United Utilities Group 2008 International Plan and the United Utilities Group 2008 Matching Share Award Plan 4. Establishment by 282,441,470 1,945,298 772,701 United Utilities Group PLC of additional share schemes to those mentioned in resolutions 2 and 3 for the benefit of overseas employees of United Utilities Group PLC and its subsidiaries Notes 1. Terms used but not defined in this announcement have the meanings given to them in the scheme circular sent by the Company to its shareholders dated 6 June 2008. 2. No United Utilities Group Ordinary Shares or B Shares have been marketed to, nor are any available for purchase by, the public in the United Kingdom or elsewhere in connection with the Admission. This announcement does not constitute an offer or form part of any offer or invitation to purchase, subscribe for, sell or issue, or a solicitation of any offer to purchase, subscribe for, sell or issue United Utilities Group Ordinary Shares, B Shares or any other securities in United Utilities or United Utilities Group. This announcement does not constitute a prospectus equivalent document. 3. Overseas Shareholders may be affected by the laws of other jurisdictions in relation to the Proposals or the distribution of this announcement. Persons into whose possession this announcement comes should inform themselves about and observe any applicable restrictions and legal, exchange control or regulatory requirements in relation to the Proposals, the distribution of this announcement and the Prospectus. Any failure to comply with such restrictions or requirements may constitute a violation of the securities laws of any such jurisdiction. INFORMATION FOR US SHAREHOLDERS 4. Neither the United Utilities Group Ordinary Shares nor the B Shares will be, and are not required to be, registered with the US Securities and Exchange Commission under the US Securities Act of 1933, as amended, in reliance of the exemption from registration provided by Section 3(a)(10) thereof. Neither the SEC nor any other US federal or state securities commission or regulatory authority has approved or disapproved the United Utilities Group Ordinary Shares or the B Shares or passed an opinion on the adequacy of this announcement. Any representation to the contrary is a criminal offence in the United States. This announcement is not an offer of securities for sale in the United States. Neither the United Utilities Group Ordinary Shares nor the B Shares to be issued to Shareholders in connection with the Scheme have been, will be, nor are required to be, registered with the SEC under the US Securities Act, in reliance upon the exemption from the registration requirements of the US Securities Act provided by Section 3(a)(10) of that act. For the purpose of qualifying for the exemption from the registration requirements of the US Securities Act provided by Section 3(a)(10) of that act with respect to the United Utilities Group Ordinary Shares and the B Shares issued pursuant to the Scheme, United Utilities will advise the Court that it will rely on Section 3 (a)(10) exemption based on the Court's sanctioning of the Scheme, which will be relied upon by United Utilities as an approval of the Scheme following a hearing on its fairness to Shareholders at which hearing all such Shareholders will be entitled to attend in person or through counsel to support or oppose the sanctioning of the Scheme and with respect to which notification has been or will be given to all such Shareholders. 5. United Utilities PLC has received advice in relation to the Proposals from Deutsche Bank AG, London Branch and JPMorgan Cazenove Limited. Deutsche Bank, which is authorised under German Banking Law (competent authority: BaFin-Federal Financial Supervising Authority) and with respect to UK commodity derivatives business by the Financial Services Authority and regulated by the Financial Services Authority for the conduct of UK business and JPMorgan Cazenove, which is authorised and regulated by the Financial Services Authority in the United Kingdom, are jointly acting as sponsors and financial advisers for United Utilities and United Utilities Group and no-one else in connection with the Proposals and will not be responsible to anyone other than United Utilities and United Utilities Group for providing protections afforded to clients of Deutsche Bank and JPMorgan Cazenove respectively or providing advice in relation to the Proposals or any other matters described in this announcement. 3 215403/11848 TP081750056 JDYW 010170:0000300608:1516
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