Director/PDMR Shareholding

Pennon Group PLC
28 February 2006

PENNON GROUP PLC



FOR IMMEDIATE RELEASE



DIRECTORS' SHAREHOLDINGS



NOTIFICATION OF DIRECTORS' INTERESTS PURSUANT TO SECTION 324(2) OF THE

COMPANIES ACT 1985



The following changes in the interests in shareholdings of Directors of Pennon
Group Plc ('the Company') arise in England from the Company's return of cash to
shareholders by way of the allotment of one unlisted non-cumulative redeemable
preference share of 110p each (a 'B share') for each ordinary share of 111p each
held and a Share Capital Consolidation which resulted in every 11 ordinary
shares of 111p each held being replaced with 10 new ordinary shares of 1221/10p
each.  Further details of the return of cash are contained in the Circular to
shareholders dated 23 January 2006 (the 'Circular').  The shares were issued on
20 February 2006 and the new ordinary shares were admitted to trading on that
day on the London Stock Exchange.  Notification was received by the Company of
these interests on 27 February 2006.


(a)   Shareholdings - interests of each Director:
                             Prior to Consolidation   After Consolidation              B shares of
                                 Ordinary shares of   New ordinary shares                110p each
                                          111p each   of  1221/10p each
      Executive Directors
      Mr R J Baty                            60,232               54,755                60,232
      Mr C I J H Drummond                    38,605               35,093                38,605
      Mr D J Dupont                          32,766               29,785                32,766

      Non-Executive Directors
      Mr K G Harvey                           2,644                2,403                 2,644
      Ms K M H Mortimer                         276                  250                   276

(b)   Restricted Share Plan - conditional interests in shares of each Executive Director.
                             Prior to Consolidation   After Consolidation              B shares of
                                    Ordinary shares   New ordinary shares                110p each
                                       of 111p each      of 1221/10p each

      Mr R J Baty                             51,778               47,070                51,778
      Mr C I J H Drummond                     51,778               47,070                51,778
      Mr D J Dupont                           49,925               45,386                49,925

      The above new ordinary shares are held by Peninsula Trustees (Guernsey) Limited and
      represent the maximum number of shares to which each Executive Director would become
      entitled under the Company's Restricted Share Plan if the relevant criterion in respect of
      each award was met.  The proceeds of 110 pence of each of the B shares are now due to be
      released to the Directors in accordance with the terms of the Circular and the Restricted
      Share Plan.

(c)   Performance Related Bonus Plan - conditional interest in shares of each Executive Director:
                             Prior to Consolidation   After Consolidation              B shares of
                                    Ordinary shares   New ordinary shares                110p each
                                       of 111p each      of 1221/10p each

      Mr R J Baty                            20,176                18,341               20,176
      Mr C I J H Drummond                    22,479                20,435               22,479
      Mr D J Dupont                          18,803                17,093               18,803

      The above new ordinary shares are held by Peninsula Trustees (Guernsey) Limited and it is a
      condition of the Performance Related Bonus Plan that these ordinary shares so awarded to
      each of the Executive Directors should normally be held for a period of three years,
      conditional upon continuous service with the Company.  The proceeds of 110 pence of the B
      shares are now due to be released to the Directors in accordance with the terms of the
      Circular and the Performance Related Bonus Plan.

(d)   Sharesave Scheme

      The number of options over the Company's ordinary shares previously granted to Executive
      Directors in accordance with the Company's Sharesave Scheme remain the same, save that the
      options after Consolidation are now over new ordinary shares of 1221/10 pence each.









28 February 2006





www.pennon-group.co.uk





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