Resolutions of United Utilities at general meeting
RESOLUTIONS
of
UNITED UTILITIES PLC
(the "Company")
(passed 1 July 2008)
At a Court Meeting of the Company duly convened and held on 1 July 2008, the
following resolution was duly passed.
THAT the Scheme of Arrangement pursuant to sections 895 to 899 of the Companies
Act 2006 dated 6 June 2008 proposed to be made between United Utilities PLC and
the holders of the Scheme Shares (as defined in the Scheme of Arrangement), a
copy of which has been signed by the Chairman for identification, is approved
without modification.
At a General Meeting of the Company duly convened and held on 1 July 2008, the
following resolution was duly passed as a special resolution.
THAT:
(A) the directors of the Company be and are hereby authorised to take all such
action as they may consider necessary or appropriate for carrying into effect
the scheme of arrangement dated 6 June 2008 in its original form or with or
subject to any modification, addition or condition approved or imposed by the
Court (the "Scheme") proposed to be made between the Company and the Scheme
Shareholders (as defined in the Scheme);
(B) for the purpose of giving effect to the Scheme:
(i) the share capital of the Company be reduced by cancelling and extinguishing
the Scheme Shares (as defined in the Scheme);
(ii) forthwith and contingently upon such reduction of capital taking effect:
(a) the authorised share capital of the Company be increased to its former
amount by the creation of such number of New United Utilities Shares (as
defined in the Scheme) as shall be equal to the aggregate nominal amount of the
Scheme Shares cancelled pursuant to paragraph (B)(i) of this resolution; and
(b) the Company shall apply the credit arising in its books of account as a
result of such reduction of capital in paying up in full, at par, the number of
New United Utilities Shares created pursuant to paragraph (B)(ii)(a) of this
resolution which shall be allotted and issued, credited as fully paid, to
United Utilities Group PLC and/or its nominee(s); and
(c) the directors of the Company be and they are hereby generally and
unconditionally authorised, for the purposes of section 80 of the Companies Act
1985, to allot the New United Utilities Shares referred to in paragraph (B)(ii)
(a) and (b) of this resolution provided that (i) the maximum aggregate nominal
amount of the shares which may be allotted hereunder shall be £1,000,000,000;
(ii) this authority shall expire on 31 December 2008; and (iii) this authority
shall be in addition to any subsisting authority conferred on the directors of
the Company pursuant to the said section 80; and
(C) the articles of association of the Company be amended by the adoption and
inclusion of the following new article as Article 171.
"171 Shares not otherwise subject to the Scheme
171.1 For the purpose of this article 171, references to the "Scheme" are to
the scheme of arrangement dated 6 June 2008 under Section 899 of the Companies
Act 2006 between the company and its members subject to that scheme of
arrangement in its original form or with or subject to any modification,
addition or condition approved or imposed by the Court. Terms defined in the
Scheme shall have the same meanings in this article. References to "Spouse"
include a civil partner under the UK Civil Partnership Act 2004.
171.2 Notwithstanding any other provision of these articles, if any United
Utilities Shares are allotted and issued to any person (a "new member") other
than United Utilities Group and/or its nominee(s) after the time at which this
article becomes effective they will:
(a) if allotment and issue is prior to the confirmation by the Court of the
reduction of capital provided for under the Scheme, be allotted and issued
subject to the terms of the Scheme and the new member, and any subsequent
holder other than United Utilities Group and/or its nominee(s), shall be bound
by the terms of the Scheme; and
(b) if allotment and issue is at or after confirmation by the Court of the
reduction of capital provided for under the Scheme they will, provided the
Scheme has become effective and that United Utilities Group is a member of the
company and subject to article 171.3, be immediately transferred to United
Utilities Group and/or its nominee(s) in consideration of and conditional on
the issue or transfer to the new member of one United Utilities Group Ordinary
Share for every one United Utilities Share so transferred. The United Utilities
Group Ordinary Shares issued pursuant to this article 171.2(b) to the new
member will be credited as fully paid and will rank equally in all respects
with all United Utilities Group Ordinary Shares in issue at the time (other
than as regards any dividend or other distribution payable, or return of
capital made, by reference to a record time preceding the date of exchange) and
be subject to the memorandum and articles of association of United Utilities
Group.
171.3 Any new member may, prior to the issue of the United Utilities Shares to
him or her pursuant to the exercise of an option or other right under one of
the company's employee share schemes, give no less than two business days'
written notice to the company of his or her intention to transfer some or all
of those shares to his or her Spouse and may, if such notice has been validly
given, on such shares being issued to him or her immediately transfer to his or
her Spouse any such shares, provided that such shares will then be immediately
transferred from that Spouse to United Utilities Group and/or its nominee(s)
pursuant to article 171.2(b) as if the Spouse were a new member.
171.4 The number of United Utilities Group Ordinary Shares to be issued or
transferred to the new member under article 171.2(b) may be adjusted by the
board in such manner as the auditors may determine to be appropriate on any
reorganisation or material alteration of the share capital of either the
company or of United Utilities Group or any other return of capital to holders
of United Utilities Group Ordinary Shares effected after the Scheme Effective
Date, provided always that any fractions of a United Utilities Group Ordinary
Share shall be disregarded and shall be aggregated and sold for the benefit of
the relevant new members and the proceeds of the sale will be distributed to
those members pro rata to their fractional entitlements.
171.5 In order to give effect to any such transfer required by this article
171, the company may appoint any person to execute and deliver as transferor a
form of transfer on behalf of the new member in favour of United Utilities
Group and/or its nominee(s) and to agree for and on behalf of the new member to
become a member of United Utilities Group. Pending the registration of United
Utilities Group as a holder of any share to be transferred pursuant to this
article 171, United Utilities Group shall be empowered to appoint a person
nominated by the directors of the company to act as attorney on behalf of the
new member in accordance with such directions as United Utilities Group may
give in relation to any dealings with or disposal of such share (or any
interest therein), exercising any rights attached thereto or receiving any
distribution or other benefit accruing or payable in respect thereof and the
registered holder of such share shall exercise all rights attached thereto in
accordance with the directions of United Utilities Group but not otherwise."
Registered Number: 02366616
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