Result of EGM

Pennon Group PLC
15 February 2006

PENNON GROUP PLC



EXTRAORDINARY GENERAL MEETING 2005





At the Extraordinary General Meeting of Pennon Group Plc held on Wednesday, 15
February 2006, all the resolutions proposed were duly passed.  The resolutions
passed by the Company other than resolutions concerning ordinary business were
as follows:-





                       SPECIAL RESOLUTION (Resolution 1)

THAT



conditional on the admission to the Daily Official List of the UK Listing
Authority and to trading on the London Stock Exchange plc's market for listed
securities becoming effective (Listing) by8.00 am on 20 February 2006 (or such
other time and/or date as the directors of the Company (Directors) may
determine) of the New Ordinary Shares (as defined below):


(a)     the authorised share capital of the Company be and is hereby increased from £174,999,937 to
        £319,999,946 by the creation of 131,818,190 non-cumulative redeemable preference shares of 110
        pence each having the rights and restrictions set out in the Articles of Association of the
        Company as proposed to be amended pursuant to paragraph (i) below (B Shares);

(b)     the Directors be and are hereby authorised to capitalise up to a maximum sum not exceeding
        £145,000,009 standing to the credit of the Company's share premium account and to apply such sum
        in paying up in full the relevant number of B Shares and are hereby authorised pursuant to section
        80 of the Companies Act 1985 (as amended) (the Companies Act) to allot and issue such B Shares
        credited as fully paid up, up to an aggregate nominal amount of £145,000,009, to the holders of
        the existing ordinary     shares of £1.11 each in the capital of the Company (Existing Ordinary
        Shares) on the basis of one B Share for each Existing Ordinary Share held and recorded on the
        register of members of the Company at 6.00 pm on 17 February 2006 (or such other time and/or date
        as the Directors may determine), provided that the authority hereby conferred shall expire at the
        conclusion of the Annual General Meeting of the Company to be held in 2006 or on 27 October 2006,
        whichever is the earlier;

(c)     each issued Existing Ordinary Share as shown in the register of members of the Company at 6.00 pm
        on 17 February 2006 (or such other time and/or date as the Directors may determine) be and is
        hereby subdivided into 10 shares of 111.10 pence each and forthwith upon such subdivision every 11
        shares of 111.10 pence each resulting from such subdivision be and are hereby consolidated into
        one new ordinary share of 1221.10 pence in the capital of the Company (New Ordinary Shares),
        PROVIDED THAT no member shall be entitled to a fraction of a New Ordinary Share and all fractional
        entitlements arising out of the sub-division and consolidation (including those arising by reason
        of there being fewer than 11 shares of 111.10 pence each, or fewer than 11 such shares remaining,
        in any holding to consolidate) shall be aggregated into as many New Ordinary Shares as possible
        and the whole number of New Ordinary Shares so arising be sold and the net proceeds of sales in
        excess of £1 distributed in due proportion (rounded down to the nearest penny) among those members
        who would otherwise be entitled to such fractional entitlements and any net proceeds of sales not
        exceeding £1 be retained for the benefit of the Company in accordance with the Company's Articles
        of Association;


(d)     following the capitalisation issue referred to in paragraph (b) above and the subdivision and
        consolidation referred to in paragraph (c) above, the unissued Existing Ordinary Shares (up to
        such amount as will result in the maximum number of whole New Ordinary Shares possible following
        the subdivision referred to below in this paragraph (d), (with the balance remaining
        unconsolidated) be and are hereby consolidated into one share and, forthwith upon such
        consolidation, such one share be and is hereby subdivided into New Ordinary Shares PROVIDED THAT
        the balance of remaining unconsolidated Existing Ordinary Shares shall immediately thereafter be
        cancelled in accordance with section 121(2)(e) of the Companies Act and the amount of the
        Company's authorised but unissued share capital shall be diminished accordingly;

(e)     the Directors be and are hereby authorised and directed to sell, on behalf of the relevant
        members, all the issued shares of 111.10 pence each resulting from the sub-division provided for
        in paragraph (c) above which cannot be consolidated into New Ordinary Shares pursuant to paragraph
        (c) above to Merrill Lynch International (Merrill Lynch) at a price of 109 pence per share and to
        distribute the net proceeds of sale in excess of £1 in due proportion (rounded down to the nearest
        penny) among the relevant members and to retain any proceeds of sales not exceeding £1 for the
        benefit of the Company and that any director of the Company be and is hereby authorised to execute
        an instrument of transfer in respect of such shares in favour of Merrill Lynch;

(f)     the terms of the proposed contract between Merrill Lynch and the Company, providing for the
        purchase by the Company of those of its own shares of 111.10 pence each which are transferred to
        Merrill Lynch pursuant to paragraph (e) above (a draft of which has been produced to this meeting
        and signed for identification by the Chairman thereof), be and are hereby approved and authorised
        for the purposes of section 164 of the Companies Act and otherwise but so that such approval and
        authority shall expire on 15 February 2007 and upon completion of such purchase the shares of
        111.10 pence so purchased shall be cancelled in accordance with sections 162(2) and 160(4) of the
        Companies Act and the amount of the Company's issued share capital shall be diminished accordingly
        but the purchase shall not be taken as reducing the amount of the Company's authorised share
        capital;

(g)     the rights attaching to the New Ordinary Shares resulting from the sub-divisions and
        consolidations provided for in paragraphs (c) and (d) above shall be as set out in the Articles of
        Association of the Company as proposed to be amended pursuant to paragraph (i) below;

(h)     the Company be generally and unconditionally authorised to make market purchases (within the
        meaning of section 163 of the Companies Act) of New Ordinary Shares on such terms and in such
        manner as the Directors may from time to time determine provided that:

        (i)    the maximum number of New Ordinary Shares that may be purchased under this authority is
               11,860,029; and

        (ii)   the maximum price which may be paid for a New Ordinary Share purchased under this authority
               shall not be more than the higher of an amount equal to 105 per cent. of the average of the
               middle market of the prices shown in the quotations for such New Ordinary Shares, 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 amount stipulated by
               Article 5(1) of the Buy-back and Stabilisation Regulation 2003, and the minimum price which
               may be paid is 1221.10 pence per New Ordinary Share (being the nominal value of that share)
               (in each case exclusive of expenses payable by the Company in connection with that
               purchase); and

        (iii)  this authority will, unless previously varied, revoked or renewed, expire at the conclusion
               of the Annual General Meeting of the Company to be held in 2006 or on 27 October 2006,
               whichever is the earlier, but the Company may make a contract or contracts to purchase New
               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 New Ordinary
               Shares pursuant to such a contract; and

        (iv)   all existing authorities for the Company to make market purchases of shares are revoked,
               except in relation to the purchase of shares under a contract or contracts concluded before
               the date of this resolution and which has not yet been executed; and

(i)     the Articles of Association of the Company be and are hereby amended in the manner set out in the
        list of amendments produced to the meeting and initialled for the purpose of identification by the
        Chairman.





                       ORDINARY RESOLUTION (Resolution 2)

THAT



the one authorised but unissued special rights redeemable preference share of £1
in the capital of the Company be and is hereby cancelled pursuant to section 121
(2)(e) of the Companies Act and the authorised but unissued share capital of the
Company be diminished by the amount of such share so cancelled.



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]







15 February 2006



www.pennon-group.co.uk



End transmission


                      This information is provided by RNS
            The company news service from the London Stock Exchange