Annual General Meeting

Pennon Group PLC
29 July 2005


PENNON GROUP PLC

ANNUAL GENERAL MEETING 2005


At the Annual General Meeting of Pennon Group Plc held on Thursday, 28 July
2005, all the resolutions proposed were duly passed.  The resolutions passed by
the Company other than resolutions concerning ordinary business were as 
follows:-


                       ORDINARY RESOLUTION (Resolution 9)

THAT

in accordance with Article 5 of the Company's Articles of Association, the
Directors be authorised to allot relevant securities up to a maximum nominal
amount of £32,802,000, that such authority shall expire on 27 October 2006 or,
if earlier, at the conclusion of the next Annual General Meeting of the Company.



                       SPECIAL RESOLUTION (Resolution 10)
THAT

in accordance with Article 6 of the Company's Articles of Association:-
     
(a)  the Directors be given power to allot equity securities for cash;

(b)  that for the purpose of paragraph (A)(ii) of that Article, the nominal 
     amount to which this power is limited is £7,109,000; and
     
(c)  this power shall expire on 27 October 2006 or, if earlier, at the
     conclusion of the next Annual General Meeting of the Company.



                       SPECIAL RESOLUTION (Resolution 11)

THAT

the Company is generally and unconditionally authorised to make market purchases
(within the meaning of section 163 of the Companies Act 1985) of ordinary shares
of £1.11 each in the capital of the Company ('ordinary shares') on such terms
and in such manner as the Directors of the Company may from time to time
determine provided that:
     
(a)  the maximum number of ordinary shares that may be purchased under this 
     authority is 12,810,000 (being no more than 10% of the issued share capital
     of the Company as at 15 June 2005);

(b)  the maximum price which may be paid for an ordinary share purchased under 
     this authority is an amount equal to 105% of the average of the middle 
     market quotations for such ordinary shares (as appropriate), as derived
     from the London Stock Exchange Daily Official List for the five business 
     days immediately preceding the day on which that share is purchased, and 
     the minimum price which may be paid is £1.11 per ordinary share (the 
     nominal value of that share); and

(c)  this authority will, unless previously varied, revoked or renewed, expire 
     at the conclusion of the next Annual General Meeting of the Company but the 
     Company may make a contract 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 may make purchases of ordinary 
     shares pursuant to such a contract.



                       SPECIAL RESOLUTION (Resolution 12)
THAT

Article 102 of the Articles of Association of the Company be amended to deduct
in determining the borrowings of the Company any sums held by the Company on
deposit.



                       SPECIAL RESOLUTION (Resolution 13)
THAT

the Articles of Association set out in the document produced to the meeting
(which incorporate the amendments proposed in Resolution 12 relating to the
borrowing powers of the Company and signed by the Chairman for purposes of
identification) be adopted as the Articles of Association of the Company in
substitution for, and to the exclusion of, all existing Articles of Association.



                      ORDINARY RESOLUTION (Resolution 14)
THAT

in accordance with Section 347C of the Companies Act 1985 the Company and its
subsidiaries be generally and unconditionally authorised to make donations to EU
political organisations and to incur EU political expenditure in an aggregate
amount not exceeding £100,000 during the period expiring 15 months after the
date of the passing of this resolution, or if earlier at the conclusion of the
next Annual General Meeting unless previously renewed, varied or revoked by the
Company in general meeting.  For the purposes of this resolution, the
expressions 'donations', 'EU political organisations' and 'EU political
expenditure' have the meanings set out in Part XA of the Companies Act 1985 (as
amended by the Political Parties, Elections and Referendums Act 2000).

Two copies of all the resolutions passed by the Company other than resolutions
concerning ordinary business have been submitted to the UK Listing Authority,
and will shortly be available for inspection at the UK Listing Authority's
Document Viewing Facility, which is situated at:

Financial Services Authority
25 The North Colonnade
Canary Wharf
LONDON
E14 5HS

Tel: [phone]


29 July 2005

www.pennon-group.co.uk

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