Company Announcements

28 May 2020

PENNON GROUP PLC

Pennon obtains shareholder approval for the proposed disposal of Viridor

On 18 March 2020, Pennon Group plc ("Pennon" or the "Company") announced the proposed disposal of Viridor to funds advised by Kohlberg Kravis Roberts & Co. L.P. for an enterprise value of £4.2 billion (the "Disposal").

Pennon is pleased to announce that a resolution proposed at a General Meeting of the Company held at 11 a.m. on 28 May 2020 seeking approval of the Disposal (the "Resolution") was duly passed by shareholders, with 300,163,886 votes submitted in favour of the Resolution. Full details of the vote are set out below.

EU Merger control clearance in relation to the Disposal was obtained on 8 May 2020. The remaining condition to the Disposal, relating to the release of certain guarantees and other obligations provided by Pennon in favour of Viridor, continues to make good progress such that completion of the Disposal is expected take place in early summer 2020.

A further announcement will be made upon completion of the Disposal and receipt of the £3.7 billion net cash proceeds.

Contacts

Further Information

The Resolution was passed on a show of hands, with votes cast in accordance with proxy voting instructions submitted to the Company by the relevant deadline. Voting instructions received from shareholders prior to the meeting were as set out below.

The total number of ordinary shares of 0.407p each in issue at the meeting date, excluding shares held in treasury, was 421,031,724.

The total votes cast in favour of the resolution includes those giving the Chairman discretion. A "vote withheld" is not a vote in law and is not counted in the calculation of the proportion of the votes "for" and "against" a resolution.

The full text of the Resolution is set out in the notice of general meeting in the circular posted to Pennon shareholders.

A copy of the Resolution will be submitted and made available for inspection from the National Storage Mechanism at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.

A copy of this announcement has been posted on the Company's website at www.pennon-group.co.uk/investor-information/shareholder-services.

Cautionary statement

This announcement is not intended to, and does not constitute, or form part of, any offer to sell or an invitation to purchase or subscribe for any securities or a solicitation of any vote or approval in any jurisdiction. The information contained in this announcement is not for release, publication or distribution to persons in any jurisdiction where to do so might constitute a violation of local securities laws or regulations.

Important information relating to the joint financial advisers and joint sponsors

Barclays Bank PLC, acting through its Investment Bank ("Barclays"), which is authorised by the Prudential Regulation Authority and regulated in the United Kingdom by the Financial Conduct Authority and the Prudential Regulation Authority, is acting exclusively for Pennon and no one else in connection with the Transaction and will not be responsible to anyone other than Pennon for providing the protections afforded to clients of Barclays nor for providing advice in relation to the Transactions or any other matter referred to in this announcement.

Morgan Stanley & Co. International plc ("Morgan Stanley"), which is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority in the United Kingdom, is acting exclusively as sponsor, financial adviser and corporate broker to Pennon and for no one else in connection with the Transaction and will not be responsible to anyone other than Pennon for providing the protections afforded to clients of Morgan Stanley or for providing advice in relation to the Transaction, the contents of this announcement or any transaction, arrangement or other matter referred to in this announcement.