Resolutions passed

UNITED UTILITIES GROUP PLC                           

                              RESOLUTIONS PASSED                               

                                 26 JULY 2013                                  

At the annual general meeting held on 26 July 2013, at the Midland Hotel,
Manchester the following resolutions were duly passed. Resolutions 13, 16 and
18 were passed as ordinary resolutions and resolutions 14, 15 and 17 as special
resolutions.

13. AUTHORITY TO ALLOT SHARES

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 £11,364,806 (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 £22,729,613 (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 the 2014 annual general meeting of
the company. 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

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 5 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 £1,704,721, such power to
apply until the end of the 2014 annual general meeting of the company. 
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

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 5
pence each, such power to be limited:

(A) to a maximum aggregate number of 68,188,841 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 5 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 the 2014 annual general meeting of the
company. 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. APPROVAL OF THE UNITED UTILITIES GROUP PLC LONG TERM PLAN 2013

That the rules of the United Utilities Group PLC long term plan 2013 (2013
LTP), described in the circular of which the notice containing this resolution
forms a part and produced in draft to the meeting and, for the purposes of
identification initialled by the Chairman of the meeting, be and are hereby
approved and adopted and that the directors be and are hereby authorised to
make such modifications to the 2013 LTP as they may consider appropriate and to
do all such other acts and things as they may consider appropriate to implement
the 2013 LTP.

17. NOTICE OF GENERAL MEETING

That a general meeting other than an annual general meeting may be called on
not less than 14 clear days' notice.

18. AUTHORISATION OF POLITICAL DONATIONS AND POLITICAL EXPENDITURE

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;

(B) to make political donations to political organisations other than political
parties; and

(C) to incur political expenditure;

in each case during the period beginning with the date of the passing of this
resolution and ending on the conclusion of the 2014 annual general meeting of
the company. 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 £100,000.

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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".