BK64 Thames Wuf 58

THIS NOTICE IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. IF YOU ARE IN ANY DOUBT ABOUT THE ACTION YOU SHOULD TAKE, YOU SHOULD CONSULT IMMEDIATELY YOUR STOCKBROKER, BANK MANAGER, SOLICITOR, ACCOUNTANT OR OTHER PROFESSIONAL ADVISER AUTHORISED UNDER THE FINANCIAL SERVICES AND MARKETS ACT 2000 (IF YOU ARE IN THE UNITED KINGDOM) OR ANOTHER APPROPRIATELY AUTHORISED INDEPENDENT PROFESSIONAL ADVISER.

NOTICE OF MEETINGS

To each of the holders of the Bonds listed below (the "Bonds")
of
Thames Water Utilities Finance plc (the "Issuer")
(incorporated with limited liability in England and Wales with registered number 02403744)

 

and guaranteed by

 

Thames Water Utilities Holdings Limited and Thames Water Utilities Limited (the "Guarantors" and, together with the Issuer, the "Obligors")

ISIN	Description of Bond	Applicable Time[1] (London time)
CAG8787NAB06	CAD250,000,000 2.875 per cent. Class A Guaranteed Unwrapped Bonds due 12 December 2024	9:30 a.m.
XS1078777114	£500,000,000 4 per cent. Class A Guaranteed Unwrapped Bonds due 19 June 2025	9:35 a.m.
XS2576550326	€650,000,000 4.000 per cent. Class A Green Unwrapped Bonds due 18 April 2027	9:40 a.m.
XS1335311574	£45,000,000 0.721 per cent. Index Linked Class A Unwrapped Bonds due 21 December 2027	9:45 a.m.
XS2278588343	US$40,000,000 1.604 per cent. Class A Unwrapped Bonds due 23 December 2027	9:50 a.m.
XS2438026440	€575,000,000 0.875 per cent. Class A Green Unwrapped Bonds due 31 January 2028	9:55 a.m.
XS1371533867	£300,000,000 3.5 per cent. Class A Guaranteed Unwrapped Bonds due 25 February 2028	10:00 a.m.
XS0092157600	£330,000,000 6.75 per cent. Guaranteed Bonds due 16 November 2028	10:05 a.m.
XS2254339331	US$57,000,000 2.06 per cent. Class A Guaranteed Unwrapped Bonds due 12 November 2030	10:10 a.m.
XS2576550672	€1,000,000,000 4.375 per cent. Class A Green Unwrapped Bonds due 18 January 2031	10:15 a.m.
XS2755443020	£275,000,000 7.125 per cent. Class A Unwrapped Bonds due 30 April 2031	10:20 a.m.
XS1555168365	£250,000,000 2.625 per cent. Class A Guaranteed Unwrapped Bonds due 24 January 2032	10:25 a.m.
XS2438026366	€575,000,000 1.250 per cent. Class A Green Unwrapped Bonds due 31 January 2032	10:30 a.m.
XS0107289323	£200,000,000 6.5 per cent. Guaranteed Bonds due 9 February 2032	10:35 a.m.
XS0800185174	£300,000,000 4.375 per cent. Class A Guaranteed Unwrapped Bonds due 3 July 2034	10:40 a.m.
XS1334772925	£40,000,000 0.75 per cent. Index Linked Class A Bonds due 18 December 2034	10:45 a.m.
XS0268693743	£600,000,000 5.125 per cent. Guaranteed Notes due 28 September 2037	10:50 a.m.
XS0382041225	JPY 20,000,000,000 3.28 per cent. Fixed Rate Class A Unwrapped Bonds due 20 August 2038	10:55 a.m.
XS2161831776	£350,000,000 Class A 2.375 per cent. Guaranteed Unwrapped Bonds due 22 April 2040	11:00 a.m.
XS2707822644	£300,000,000 8.250 per cent. Class A Unwrapped Bonds due 25 April 2040	11:05 a.m.
XS0404852526	£50,000,000 3.853 per cent. Sub-Class A1 Index-Linked Unwrapped Bonds due 15 December 2040	11:10 a.m.
XS0590171103	£500,000,000 5.50 per cent. Class A Guaranteed Unwrapped Bonds due 11 February 2041	11:15 a.m.
XS0318577912	£50,000,000 1.98 per cent. Sub-Class A5 Index-Linked Unwrapped Bonds due 28 August 2042	11:20 a.m.
XS0455926260	£55,000,000 2.091 per cent. Class A Guaranteed Unwrapped Index-Linked Bonds due 6 October 2042	11:25 a.m.
XS2755443376	£575,000,000 7.750 per cent. Class A Unwrapped Bonds due 30 April 2044	11:30 a.m.
XS0548262061	£40,000,000 1.974 per cent. Class A Guaranteed Unwrapped Index-Linked Bonds due 12 October 2045	11:35 a.m.
XS0800186222	£300,000,000 4.625 per cent. Class A Guaranteed Unwrapped Bonds due 4 June 2046	11:40 a.m.
XS0318577755	£100,000,000 1.846 per cent. Sub-Class A4 Index-Linked Unwrapped Bonds due 28 August 2047	11:45 a.m.
XS0318577672	£200,000,000 1.819 per cent. Sub-Class A3 Index-Linked Unwrapped Bonds due 28 August 2049	11:50 a.m.
XS2168290000	£40,000,000 Class A 2.442 per cent. Guaranteed Unwrapped Bonds due 12 May 2050	11:55 a.m.
XS0265832922	£300,000,000 1.6802 per cent. Guaranteed RPI-Linked Notes due 11 July 2053	12:00 p.m.
XS0267219896	£300,000,000 1.681 per cent. Guaranteed RPI-Linked Notes due 11 July 2055	12:05 p.m.
XS0318577599	£200,000,000 1.771 per cent. Sub-Class A2 Index-Linked Unwrapped Bonds due 28 August 2057	12:10 p.m.
XS1537083716	£400,000,000 7.738 per cent. Guaranteed Class A Unwrapped Bonds due 9 April 2058	12:15 p.m.
XS0318577326	£350,000,000 1.76 per cent. Sub-Class A1 Index-Linked Unwrapped Bonds due 28 August 2062	12:20 p.m.

 

 

NOTICE IS HEREBY GIVEN that, pursuant to the provisions of Schedule 3 or Schedule 4, as applicable, to the Bond Trust Deed (as defined below) constituting the Bonds and made between, among others, the Issuer and Deutsche Trustee Company Limited (and, in respect of the Canadian Bonds, the Law  Debenture Trust Corporation p.l.c. as delegate of Deutsche Trustee Company Limited) as trustee for the Bondholders (the "Bond Trustee"), separate meetings (each, a "Meeting" and together the "Meetings") of the holders of each Series of Bonds convened by Thames Water Utilities Finance plc (the "Issuer") will be held on 18 November 2024 at the offices of Linklaters LLP, One Silk Street, London EC2Y 8HQ at the Applicable Time in respect of each Series of Bonds (as set out in the table above) for the purpose of considering the proposals set out in the Solicitation Memorandum and, if thought fit, passing the applicable resolutions which will be proposed as Extraordinary Resolutions at the relevant Meeting in accordance with the provisions of the Bond Trust Deed. Unless the context otherwise requires, capitalised terms used in this notice shall bear the meanings given to them in the Bond Trust Deed or, as applicable, the Solicitation Memorandum prepared by the Issuer and dated 25 October 2024 (the "Solicitation Memorandum").

EXTRAORDINARY RESOLUTION IN RESPECT OF THE INTERIM RP LAUNCH WAIVER OF THE CAD250,000,000 2.875 per cent. Class A Guaranteed Unwrapped Bonds due 12 December 2024

 

"THAT THIS MEETING (the "Meeting") of the holders of CAD250,000,000 2.875 per cent. Class A Guaranteed Unwrapped Bonds due 12 December 2024 (the "Bondholders") guaranteed by Thames Water Utilities Holdings Limited and Thames Water Utilities Limited (each a "Guarantor" and together, the "Guarantors"), issued by Thames Water Utilities Finance plc (the "Issuer") and constituted by a trust deed originally dated 30 August 2007, as amended and restated or supplemented from time to time (the "Bond Trust Deed"), between, amongst others, the Issuer and Deutsche Trustee Company Limited (the "Bond Trustee"), by Extraordinary Resolution (as defined in the Bond Trust Deed) HEREBY:

(1)        sanctions and approves the STID Proposal in respect of the Interim RP Launch Waiver from TWUL dated 25 October 2024 to which this Extraordinary Resolution relates (the "Interim RP Launch Waiver STID Proposal") and the Waiver Letter (as defined in the STID Proposal) insofar as it relates to the Interim RP Launch Waiver STID Proposal, which is defined and described in the Solicitation Memorandum (as defined below);

(2)        assents to and authorises, directs, requests and empowers the Bond Trustee to (i) vote in favour of the Interim RP Launch Waiver STID Proposal, (ii) to direct the Security Trustee to execute the Waiver Letter insofar as it relates to the Interim RP Launch Waiver STID Proposal, and (iii) take all other actions including executing any other documents necessary, desirable or expedient to implement the Interim RP Launch Waiver STID Proposal and the waiver proposed in such STID Proposal;

(3)        waives any claim Bondholders may have against the Bond Trustee or Security Trustee as a result of any liability they may suffer or incur as a result of acting upon this Extraordinary Resolution and its implementation (including but not limited to circumstances where it is subsequently found that this Extraordinary Resolution is not valid or binding);

(4)        holds harmless, discharges and exonerates and (to the extent permitted or not restricted under the laws and regulations applicable to it) indemnifies the Bond Trustee and the Security Trustee from and against all liability for which it may have become or may become liable as a result of acting in accordance with this Extraordinary Resolution under the Bonds, the Finance Documents or otherwise in respect of any act or omission, including, without limitation, in connection with this Extraordinary Resolution or its implementation, such waivers or modifications in the Waiver Letter or the implementation thereof;

(5)        sanctions and assents to every abrogation, amendment, modification, compromise or arrangement in respect of the rights of the Bondholders against the Issuer or the relevant Guarantors or against any of their property whether such rights shall arise under the Bonds, the Finance Documents or otherwise involved in or resulting from the Interim RP Launch Waiver STID Proposal, this Extraordinary Resolution, the Waiver Letter, or their implementation and/or the waivers and modifications to the Bonds, the Finance Documents or otherwise (in each case, in accordance with the terms of the Interim RP Launch Waiver STID Proposal and the Waiver Letter) or their implementation;

(6)        approves that the Bond Trustee be and is hereby authorised and instructed not to obtain any legal opinions in relation to, or to enquire into the power and the capacity of any person to enter into the Waiver Letter or any other waivers to the Finance Documents of the due execution and delivery thereof by any party thereto or the validity and enforceability thereof; and

(7)        acknowledges that the approval of the Interim RP Launch Waiver STID Proposal is not conditional on the approval of the other STID Proposals.

Unless the context otherwise requires, capitalised terms used in this Extraordinary Resolution shall bear the meanings given to them in the Bond Trust Deed or, as applicable, the Solicitation Memorandum prepared by the Issuer and dated 25 October 2024 (the "Solicitation Memorandum")".

 

EXTRAORDINARY RESOLUTION IN RESPECT OF THE RESERVE ACCOUNT RESTRICTED CASH RELEASE WAIVER OF THE CAD250,000,000 2.875 per cent. Class A Guaranteed Unwrapped Bonds due 12 December 2024

 

"THAT THIS MEETING (the "Meeting") of the holders of CAD250,000,000 2.875 per cent. Class A Guaranteed Unwrapped Bonds due 12 December 2024 (the "Bondholders") guaranteed by Thames Water Utilities Holdings Limited and Thames Water Utilities Limited (each a "Guarantor" and together, the "Guarantors"), issued by Thames Water Utilities Finance plc (the "Issuer") and constituted by a trust deed originally dated 30 August 2007, as amended and restated or supplemented from time to time (the "Bond Trust Deed"), between, amongst others, the Issuer and Deutsche Trustee Company Limited (the "Bond Trustee"), by Extraordinary Resolution (as defined in the Bond Trust Deed) HEREBY:

(1)        sanctions and approves the STID Proposal in respect of the Reserve Account Restricted Cash Release Waiver from TWUL dated 25 October 2024 to which this Extraordinary Resolution relates (the "Reserve Account Restricted Cash Release Waiver STID Proposal") and the Waiver Letter (as defined in the STID Proposal) insofar as it relates to the Reserve Account Restricted Cash Release Waiver STID Proposal, which is defined and described in the Solicitation Memorandum (as defined below);

(2)        assents to and authorises, directs, requests and empowers the Bond Trustee to (i) vote in favour of the Reserve Account Restricted Cash Release Waiver STID Proposal, (ii) to direct the Security Trustee to execute the Waiver Letter insofar as it relates to the Reserve Account Restricted Cash Release Waiver STID Proposal, and (iii) take all other actions including executing any other documents necessary, desirable or expedient to implement the Reserve Account Restricted Cash Release Waiver STID Proposal and the waiver proposed in such STID Proposal;

(3)        waives any claim Bondholders may have against the Bond Trustee or Security Trustee as a result of any liability they may suffer or incur as a result of acting upon this Extraordinary Resolution and its implementation (including but not limited to circumstances where it is subsequently found that this Extraordinary Resolution is not valid or binding);

(4)        holds harmless, discharges and exonerates and (to the extent permitted or not restricted under the laws and regulations applicable to it) indemnifies the Bond Trustee and the Security Trustee from and against all liability for which it may have become or may become liable as a result of acting in accordance with this Extraordinary Resolution under the Bonds, the Finance Documents or otherwise in respect of any act or omission, including, without limitation, in connection with this Extraordinary Resolution or its implementation, such waivers or modifications in the Waiver Letter or the implementation thereof;

(5)        sanctions and assents to every abrogation, amendment, modification, compromise or arrangement in respect of the rights of the Bondholders against the Issuer or the relevant Guarantors or against any of their property whether such rights shall arise under the Bonds, the Finance Documents or otherwise involved in or resulting from the Reserve Account Restricted Cash Release Waiver STID Proposal, this Extraordinary Resolution, the Waiver Letter, or their implementation and/or the waivers and modifications to the Bonds, the Finance Documents or otherwise (in each case, in accordance with the terms of the Reserve Account Restricted Cash Release Waiver STID Proposal and the Waiver Letter) or their implementation;

(6)        approves that the Bond Trustee be and is hereby authorised and instructed not to obtain any legal opinions in relation to, or to enquire into the power and the capacity of any person to enter into the Waiver Letter or any other waivers to the Finance Documents of the due execution and delivery thereof by any party thereto or the validity and enforceability thereof; and

(7)        acknowledges that the approval of the Reserve Account Restricted Cash Release Waiver STID Proposal is not conditional on the approval of the other STID Proposals.

Unless the context otherwise requires, capitalised terms used in this Extraordinary Resolution shall bear the meanings given to them in the Bond Trust Deed or, as applicable, the Solicitation Memorandum prepared by the Issuer and dated 25 October 2024 (the "Solicitation Memorandum")".

 

EXTRAORDINARY RESOLUTION IN RESPECT OF THE COMPENSATION ACCOUNT RESTRICTED CASH RELEASE WAIVER OF THE CAD250,000,000 2.875 per cent. Class A Guaranteed Unwrapped Bonds due 12 December 2024

 

"THAT THIS MEETING (the "Meeting") of the holders of CAD250,000,000 2.875 per cent. Class A Guaranteed Unwrapped Bonds due 12 December 2024 (the "Bondholders") guaranteed by Thames Water Utilities Holdings Limited and Thames Water Utilities Limited (each a "Guarantor" and together, the "Guarantors"), issued by Thames Water Utilities Finance plc (the "Issuer") and constituted by a trust deed originally dated 30 August 2007, as amended and restated or supplemented from time to time (the "Bond Trust Deed"), between, amongst others, the Issuer and Deutsche Trustee Company Limited (the "Bond Trustee"), by Extraordinary Resolution (as defined in the Bond Trust Deed) HEREBY:

(1)        sanctions and approves the STID Proposal in respect of the Compensation Account Restricted Cash Release Waiver from TWUL dated 25 October 2024 to which this Extraordinary Resolution relates (the "Compensation Account Restricted Cash Release Waiver STID Proposal") and the Waiver Letter (as defined in the STID Proposal) insofar as it relates to the Compensation Account Restricted Cash Release Waiver STID Proposal, which is defined and described in the Solicitation Memorandum (as defined below);

(2)        assents to and authorises, directs, requests and empowers the Bond Trustee to (i) vote in favour of the Compensation Account Restricted Cash Release Waiver STID Proposal, (ii) to direct the Security Trustee to execute the Waiver Letter insofar as it relates to the Compensation Account Restricted Cash Release Waiver STID Proposal, and (iii) take all other actions including executing any other documents necessary, desirable or expedient to implement the Compensation Account Restricted Cash Release Waiver STID Proposal and the waiver proposed in such STID Proposal;

(3)        waives any claim Bondholders may have against the Bond Trustee or Security Trustee as a result of any liability they may suffer or incur as a result of acting upon this Extraordinary Resolution and its implementation (including but not limited to circumstances where it is subsequently found that this Extraordinary Resolution is not valid or binding);

(4)        holds harmless, discharges and exonerates and (to the extent permitted or not restricted under the laws and regulations applicable to it) indemnifies the Bond Trustee and the Security Trustee from and against all liability for which it may have become or may become liable as a result of acting in accordance with this Extraordinary Resolution under the Bonds, the Finance Documents or otherwise in respect of any act or omission, including, without limitation, in connection with this Extraordinary Resolution or its implementation, such waivers or modifications in the Waiver Letter or the implementation thereof;

(5)        sanctions and assents to every abrogation, amendment, modification, compromise or arrangement in respect of the rights of the Bondholders against the Issuer or the relevant Guarantors or against any of their property whether such rights shall arise under the Bonds, the Finance Documents or otherwise involved in or resulting from the Compensation Account Restricted Cash Release Waiver STID Proposal, this Extraordinary Resolution, the Waiver Letter, or their implementation and/or the waivers and modifications to the Bonds, the Finance Documents or otherwise (in each case, in accordance with the terms of the Compensation Account Restricted Cash Release Waiver STID Proposal and the Waiver Letter) or their implementation;

(6)        approves that the Bond Trustee be and is hereby authorised and instructed not to obtain any legal opinions in relation to, or to enquire into the power and the capacity of any person to enter into the Waiver Letter or any other waivers to the Finance Documents of the due execution and delivery thereof by any party thereto or the validity and enforceability thereof; and

(7)        acknowledges that the approval of the Compensation Account Restricted Cash Release Waiver STID Proposal is not conditional on the approval of the other STID Proposals.

Unless the context otherwise requires, capitalised terms used in this Extraordinary Resolution shall bear the meanings given to them in the Bond Trust Deed or, as applicable, the Solicitation Memorandum prepared by the Issuer and dated 25 October 2024 (the "Solicitation Memorandum")".

 

EXTRAORDINARY RESOLUTION IN RESPECT OF THE SEPTEMBER INTERIM ACCOUNTS WAIVER OF THE CAD250,000,000 2.875 per cent. Class A Guaranteed Unwrapped Bonds due 12 December 2024

 

"THAT THIS MEETING (the "Meeting") of the holders of CAD250,000,000 2.875 per cent. Class A Guaranteed Unwrapped Bonds due 12 December 2024 (the "Bondholders") guaranteed by Thames Water Utilities Holdings Limited and Thames Water Utilities Limited (each a "Guarantor" and together, the "Guarantors"), issued by Thames Water Utilities Finance plc (the "Issuer") and constituted by a trust deed originally dated 30 August 2007, as amended and restated or supplemented from time to time (the "Bond Trust Deed"), between, amongst others, the Issuer and Deutsche Trustee Company Limited (the "Bond Trustee"), by Extraordinary Resolution (as defined in the Bond Trust Deed) HEREBY:

(1)        sanctions and approves the STID Proposal in respect of the September Interim Accounts Waiver from TWUL dated 25 October 2024 to which this Extraordinary Resolution relates (the "September Interim Accounts Waiver STID Proposal") and the Waiver Letter (as defined in the STID Proposal) insofar as it relates to the September Interim Accounts Waiver STID Proposal, which is defined and described in the Solicitation Memorandum (as defined below);

(2)        assents to and authorises, directs, requests and empowers the Bond Trustee to (i) vote in favour of the September Interim Accounts Waiver STID Proposal, (ii) to direct the Security Trustee to execute the Waiver Letter insofar as it relates to the September Interim Accounts Waiver STID Proposal, and (iii) take all other actions including executing any other documents necessary, desirable or expedient to implement the September Interim Accounts Waiver STID Proposal and the waiver proposed in such STID Proposal;

(3)        waives any claim Bondholders may have against the Bond Trustee or Security Trustee as a result of any liability they may suffer or incur as a result of acting upon this Extraordinary Resolution and its implementation (including but not limited to circumstances where it is subsequently found that this Extraordinary Resolution is not valid or binding);

(4)        holds harmless, discharges and exonerates and (to the extent permitted or not restricted under the laws and regulations applicable to it) indemnifies the Bond Trustee and the Security Trustee from and against all liability for which it may have become or may become liable as a result of acting in accordance with this Extraordinary Resolution under the Bonds, the Finance Documents or otherwise in respect of any act or omission, including, without limitation, in connection with this Extraordinary Resolution or its implementation, such waivers or modifications in the Waiver Letter or the implementation thereof;

(5)        sanctions and assents to every abrogation, amendment, modification, compromise or arrangement in respect of the rights of the Bondholders against the Issuer or the relevant Guarantors or against any of their property whether such rights shall arise under the Bonds, the Finance Documents or otherwise involved in or resulting from the September Interim Accounts Waiver STID Proposal, this Extraordinary Resolution, the Waiver Letter, or their implementation and/or the waivers and modifications to the Bonds, the Finance Documents or otherwise (in each case, in accordance with the terms of the September Interim Accounts Waiver STID Proposal and the Waiver Letter) or their implementation;

(6)        approves that the Bond Trustee be and is hereby authorised and instructed not to obtain any legal opinions in relation to, or to enquire into the power and the capacity of any person to enter into the Waiver Letter or any other waivers to the Finance Documents of the due execution and delivery thereof by any party thereto or the validity and enforceability thereof; and

(7)        acknowledges that the approval of the September Interim Accounts Waiver STID Proposal is not conditional on the approval of the other STID Proposals.

Unless the context otherwise requires, capitalised terms used in this Extraordinary Resolution shall bear the meanings given to them in the Bond Trust Deed or, as applicable, the Solicitation Memorandum prepared by the Issuer and dated 25 October 2024 (the "Solicitation Memorandum")".

 

EXTRAORDINARY RESOLUTION IN RESPECT OF THE INTERIM RP LAUNCH WAIVER OF THE £500,000,000 4 per cent. Class A Guaranteed Unwrapped Bonds due 19 June 2025

 

"THAT THIS MEETING (the "Meeting") of the holders of £500,000,000 4 per cent. Class A Guaranteed Unwrapped Bonds due 19 June 2025 (the "Bondholders") guaranteed by Thames Water Utilities Holdings Limited and Thames Water Utilities Limited (each a "Guarantor" and together, the "Guarantors"), issued by Thames Water Utilities Finance plc (the "Issuer") and constituted by a trust deed originally dated 30 August 2007, as amended and restated or supplemented from time to time (the "Bond Trust Deed"), between, amongst others, the Issuer and Deutsche Trustee Company Limited (the "Bond Trustee"), by Extraordinary Resolution (as defined in the Bond Trust Deed) HEREBY:

(1)        sanctions and approves the STID Proposal in respect of the Interim RP Launch Waiver from TWUL dated 25 October 2024 to which this Extraordinary Resolution relates (the "Interim RP Launch Waiver STID Proposal") and the Waiver Letter (as defined in the STID Proposal) insofar as it relates to the Interim RP Launch Waiver STID Proposal, which is defined and described in the Solicitation Memorandum (as defined below);

(2)        assents to and authorises, directs, requests and empowers the Bond Trustee to (i) vote in favour of the Interim RP Launch Waiver STID Proposal, (ii) to direct the Security Trustee to execute the Waiver Letter insofar as it relates to the Interim RP Launch Waiver STID Proposal, and (iii) take all other actions including executing any other documents necessary, desirable or expedient to implement the Interim RP Launch Waiver STID Proposal and the waiver proposed in such STID Proposal;

(3)        waives any claim Bondholders may have against the Bond Trustee or Security Trustee as a result of any liability they may suffer or incur as a result of acting upon this Extraordinary Resolution and its implementation (including but not limited to circumstances where it is subsequently found that this Extraordinary Resolution is not valid or binding);

(4)        holds harmless, discharges and exonerates and (to the extent permitted or not restricted under the laws and regulations applicable to it) indemnifies the Bond Trustee and the Security Trustee from and against all liability for which it may have become or may become liable as a result of acting in accordance with this Extraordinary Resolution under the Bonds, the Finance Documents or otherwise in respect of any act or omission, including, without limitation, in connection with this Extraordinary Resolution or its implementation, such waivers or modifications in the Waiver Letter or the implementation thereof;

(5)        sanctions and assents to every abrogation, amendment, modification, compromise or arrangement in respect of the rights of the Bondholders against the Issuer or the relevant Guarantors or against any of their property whether such rights shall arise under the Bonds, the Finance Documents or otherwise involved in or resulting from the Interim RP Launch Waiver STID Proposal, this Extraordinary Resolution, the Waiver Letter, or their implementation and/or the waivers and modifications to the Bonds, the Finance Documents or otherwise (in each case, in accordance with the terms of the Interim RP Launch Waiver STID Proposal and the Waiver Letter) or their implementation;

(6)        approves that the Bond Trustee be and is hereby authorised and instructed not to obtain any legal opinions in relation to, or to enquire into the power and the capacity of any person to enter into the Waiver Letter or any other waivers to the Finance Documents of the due execution and delivery thereof by any party thereto or the validity and enforceability thereof; and

(7)        acknowledges that the approval of the Interim RP Launch Waiver STID Proposal is not conditional on the approval of the other STID Proposals.

Unless the context otherwise requires, capitalised terms used in this Extraordinary Resolution shall bear the meanings given to them in the Bond Trust Deed or, as applicable, the Solicitation Memorandum prepared by the Issuer and dated 25 October 2024 (the "Solicitation Memorandum")".

 

EXTRAORDINARY RESOLUTION IN RESPECT OF THE RESERVE ACCOUNT RESTRICTED CASH RELEASE WAIVER OF THE £500,000,000 4 per cent. Class A Guaranteed Unwrapped Bonds due 19 June 2025

 

"THAT THIS MEETING (the "Meeting") of the holders of £500,000,000 4 per cent. Class A Guaranteed Unwrapped Bonds due 19 June 2025 (the "Bondholders") guaranteed by Thames Water Utilities Holdings Limited and Thames Water Utilities Limited (each a "Guarantor" and together, the "Guarantors"), issued by Thames Water Utilities Finance plc (the "Issuer") and constituted by a trust deed originally dated 30 August 2007, as amended and restated or supplemented from time to time (the "Bond Trust Deed"), between, amongst others, the Issuer and Deutsche Trustee Company Limited (the "Bond Trustee"), by Extraordinary Resolution (as defined in the Bond Trust Deed) HEREBY:

(1)        sanctions and approves the STID Proposal in respect of the Reserve Account Restricted Cash Release Waiver from TWUL dated 25 October 2024 to which this Extraordinary Resolution relates (the "Reserve Account Restricted Cash Release Waiver STID Proposal") and the Waiver Letter (as defined in the STID Proposal) insofar as it relates to the Reserve Account Restricted Cash Release Waiver STID Proposal, which is defined and described in the Solicitation Memorandum (as defined below);

(2)        assents to and authorises, directs, requests and empowers the Bond Trustee to (i) vote in favour of the Reserve Account Restricted Cash Release Waiver STID Proposal, (ii) to direct the Security Trustee to execute the Waiver Letter insofar as it relates to the Reserve Account Restricted Cash Release Waiver STID Proposal, and (iii) take all other actions including executing any other documents necessary, desirable or expedient to implement the Reserve Account Restricted Cash Release Waiver STID Proposal and the waiver proposed in such STID Proposal;

(3)        waives any claim Bondholders may have against the Bond Trustee or Security Trustee as a result of any liability they may suffer or incur as a result of acting upon this Extraordinary Resolution and its implementation (including but not limited to circumstances where it is subsequently found that this Extraordinary Resolution is not valid or binding);

(4)        holds harmless, discharges and exonerates and (to the extent permitted or not restricted under the laws and regulations applicable to it) indemnifies the Bond Trustee and the Security Trustee from and against all liability for which it may have become or may become liable as a result of acting in accordance with this Extraordinary Resolution under the Bonds, the Finance Documents or otherwise in respect of any act or omission, including, without limitation, in connection with this Extraordinary Resolution or its implementation, such waivers or modifications in the Waiver Letter or the implementation thereof;

(5)        sanctions and assents to every abrogation, amendment, modification, compromise or arrangement in respect of the rights of the Bondholders against the Issuer or the relevant Guarantors or against any of their property whether such rights shall arise under the Bonds, the Finance Documents or otherwise involved in or resulting from the Reserve Account Restricted Cash Release Waiver STID Proposal, this Extraordinary Resolution, the Waiver Letter, or their implementation and/or the waivers and modifications to the Bonds, the Finance Documents or otherwise (in each case, in accordance with the terms of the Reserve Account Restricted Cash Release Waiver STID Proposal and the Waiver Letter) or their implementation;

(6)        approves that the Bond Trustee be and is hereby authorised and instructed not to obtain any legal opinions in relation to, or to enquire into the power and the capacity of any person to enter into the Waiver Letter or any other waivers to the Finance Documents of the due execution and delivery thereof by any party thereto or the validity and enforceability thereof; and

(7)        acknowledges that the approval of the Reserve Account Restricted Cash Release Waiver STID Proposal is not conditional on the approval of the other STID Proposals.

Unless the context otherwise requires, capitalised terms used in this Extraordinary Resolution shall bear the meanings given to them in the Bond Trust Deed or, as applicable, the Solicitation Memorandum prepared by the Issuer and dated 25 October 2024 (the "Solicitation Memorandum")".

 

EXTRAORDINARY RESOLUTION IN RESPECT OF THE COMPENSATION ACCOUNT RESTRICTED CASH RELEASE WAIVER OF THE £500,000,000 4 per cent. Class A Guaranteed Unwrapped Bonds due 19 June 2025

 

"THAT THIS MEETING (the "Meeting") of the holders of £500,000,000 4 per cent. Class A Guaranteed Unwrapped Bonds due 19 June 2025 (the "Bondholders") guaranteed by Thames Water Utilities Holdings Limited and Thames Water Utilities Limited (each a "Guarantor" and together, the "Guarantors"), issued by Thames Water Utilities Finance plc (the "Issuer") and constituted by a trust deed originally dated 30 August 2007, as amended and restated or supplemented from time to time (the "Bond Trust Deed"), between, amongst others, the Issuer and Deutsche Trustee Company Limited (the "Bond Trustee"), by Extraordinary Resolution (as defined in the Bond Trust Deed) HEREBY:

(1)        sanctions and approves the STID Proposal in respect of the Compensation Account Restricted Cash Release Waiver from TWUL dated 25 October 2024 to which this Extraordinary Resolution relates (the "Compensation Account Restricted Cash Release Waiver STID Proposal") and the Waiver Letter (as defined in the STID Proposal) insofar as it relates to the Compensation Account Restricted Cash Release Waiver STID Proposal, which is defined and described in the Solicitation Memorandum (as defined below);

(2)        assents to and authorises, directs, requests and empowers the Bond Trustee to (i) vote in favour of the Compensation Account Restricted Cash Release Waiver STID Proposal, (ii) to direct the Security Trustee to execute the Waiver Letter insofar as it relates to the Compensation Account Restricted Cash Release Waiver STID Proposal, and (iii) take all other actions including executing any other documents necessary, desirable or expedient to implement the Compensation Account Restricted Cash Release Waiver STID Proposal and the waiver proposed in such STID Proposal;

(3)        waives any claim Bondholders may have against the Bond Trustee or Security Trustee as a result of any liability they may suffer or incur as a result of acting upon this Extraordinary Resolution and its implementation (including but not limited to circumstances where it is subsequently found that this Extraordinary Resolution is not valid or binding);

(4)        holds harmless, discharges and exonerates and (to the extent permitted or not restricted under the laws and regulations applicable to it) indemnifies the Bond Trustee and the Security Trustee from and against all liability for which it may have become or may become liable as a result of acting in accordance with this Extraordinary Resolution under the Bonds, the Finance Documents or otherwise in respect of any act or omission, including, without limitation, in connection with this Extraordinary Resolution or its implementation, such waivers or modifications in the Waiver Letter or the implementation thereof;

(5)        sanctions and assents to every abrogation, amendment, modification, compromise or arrangement in respect of the rights of the Bondholders against the Issuer or the relevant Guarantors or against any of their property whether such rights shall arise under the Bonds, the Finance Documents or otherwise involved in or resulting from the Compensation Account Restricted Cash Release Waiver STID Proposal, this Extraordinary Resolution, the Waiver Letter, or their implementation and/or the waivers and modifications to the Bonds, the Finance Documents or otherwise (in each case, in accordance with the terms of the Compensation Account Restricted Cash Release Waiver STID Proposal and the Waiver Letter) or their implementation;

(6)        approves that the Bond Trustee be and is hereby authorised and instructed not to obtain any legal opinions in relation to, or to enquire into the power and the capacity of any person to enter into the Waiver Letter or any other waivers to the Finance Documents of the due execution and delivery thereof by any party thereto or the validity and enforceability thereof; and

(7)        acknowledges that the approval of the Compensation Account Restricted Cash Release Waiver STID Proposal is not conditional on the approval of the other STID Proposals.

Unless the context otherwise requires, capitalised terms used in this Extraordinary Resolution shall bear the meanings given to them in the Bond Trust Deed or, as applicable, the Solicitation Memorandum prepared by the Issuer and dated 25 October 2024 (the "Solicitation Memorandum")".

 

EXTRAORDINARY RESOLUTION IN RESPECT OF THE SEPTEMBER INTERIM ACCOUNTS WAIVER OF THE £500,000,000 4 per cent. Class A Guaranteed Unwrapped Bonds due 19 June 2025

 

"THAT THIS MEETING (the "Meeting") of the holders of £500,000,000 4 per cent. Class A Guaranteed Unwrapped Bonds due 19 June 2025 (the "Bondholders") guaranteed by Thames Water Utilities Holdings Limited and Thames Water Utilities Limited (each a "Guarantor" and together, the "Guarantors"), issued by Thames Water Utilities Finance plc (the "Issuer") and constituted by a trust deed originally dated 30 August 2007, as amended and restated or supplemented from time to time (the "Bond Trust Deed"), between, amongst others, the Issuer and Deutsche Trustee Company Limited (the "Bond Trustee"), by Extraordinary Resolution (as defined in the Bond Trust Deed) HEREBY:

(1)        sanctions and approves the STID Proposal in respect of the September Interim Accounts Waiver from TWUL dated 25 October 2024 to which this Extraordinary Resolution relates (the "September Interim Accounts Waiver STID Proposal") and the Waiver Letter (as defined in the STID Proposal) insofar as it relates to the September Interim Accounts Waiver STID Proposal, which is defined and described in the Solicitation Memorandum (as defined below);

(2)        assents to and authorises, directs, requests and empowers the Bond Trustee to (i) vote in favour of the September Interim Accounts Waiver STID Proposal, (ii) to direct the Security Trustee to execute the Waiver Letter insofar as it relates to the September Interim Accounts Waiver STID Proposal, and (iii) take all other actions including executing any other documents necessary, desirable or expedient to implement the September Interim Accounts Waiver STID Proposal and the waiver proposed in such STID Proposal;

(3)        waives any claim Bondholders may have against the Bond Trustee or Security Trustee as a result of any liability they may suffer or incur as a result of acting upon this Extraordinary Resolution and its implementation (including but not limited to circumstances where it is subsequently found that this Extraordinary Resolution is not valid or binding);

(4)        holds harmless, discharges and exonerates and (to the extent permitted or not restricted under the laws and regulations applicable to it) indemnifies the Bond Trustee and the Security Trustee from and against all liability for which it may have become or may become liable as a result of acting in accordance with this Extraordinary Resolution under the Bonds, the Finance Documents or otherwise in respect of any act or omission, including, without limitation, in connection with this Extraordinary Resolution or its implementation, such waivers or modifications in the Waiver Letter or the implementation thereof;

(5)        sanctions and assents to every abrogation, amendment, modification, compromise or arrangement in respect of the rights of the Bondholders against the Issuer or the relevant Guarantors or against any of their property whether such rights shall arise under the Bonds, the Finance Documents or otherwise involved in or resulting from the September Interim Accounts Waiver STID Proposal, this Extraordinary Resolution, the Waiver Letter, or their implementation and/or the waivers and modifications to the Bonds, the Finance Documents or otherwise (in each case, in accordance with the terms of the September Interim Accounts Waiver STID Proposal and the Waiver Letter) or their implementation;

(6)        approves that the Bond Trustee be and is hereby authorised and instructed not to obtain any legal opinions in relation to, or to enquire into the power and the capacity of any person to enter into the Waiver Letter or any other waivers to the Finance Documents of the due execution and delivery thereof by any party thereto or the validity and enforceability thereof; and

(7)        acknowledges that the approval of the September Interim Accounts Waiver STID Proposal is not conditional on the approval of the other STID Proposals.

Unless the context otherwise requires, capitalised terms used in this Extraordinary Resolution shall bear the meanings given to them in the Bond Trust Deed or, as applicable, the Solicitation Memorandum prepared by the Issuer and dated 25 October 2024 (the "Solicitation Memorandum")".

 

EXTRAORDINARY RESOLUTION IN RESPECT OF THE INTERIM RP LAUNCH WAIVER OF THE €650,000,000 4.000 per cent. Class A Green Unwrapped Bonds due 18 April 2027

 

"THAT THIS MEETING (the "Meeting") of the holders of €650,000,000 4.000 per cent. Class A Green Unwrapped Bonds due 18 April 2027 (the "Bondholders") guaranteed by Thames Water Utilities Holdings Limited and Thames Water Utilities Limited (each a "Guarantor" and together, the "Guarantors"), issued by Thames Water Utilities Finance plc (the "Issuer") and constituted by a trust deed originally dated 30 August 2007, as amended and restated or supplemented from time to time (the "Bond Trust Deed"), between, amongst others, the Issuer and Deutsche Trustee Company Limited (the "Bond Trustee"), by Extraordinary Resolution (as defined in the Bond Trust Deed) HEREBY:

(1)        sanctions and approves the STID Proposal in respect of the Interim RP Launch Waiver from TWUL dated 25 October 2024 to which this Extraordinary Resolution relates (the "Interim RP Launch Waiver STID Proposal") and the Waiver Letter (as defined in the STID Proposal) insofar as it relates to the Interim RP Launch Waiver STID Proposal, which is defined and described in the Solicitation Memorandum (as defined below);

(2)        assents to and authorises, directs, requests and empowers the Bond Trustee to (i) vote in favour of the Interim RP Launch Waiver STID Proposal, (ii) to direct the Security Trustee to execute the Waiver Letter insofar as it relates to the Interim RP Launch Waiver STID Proposal, and (iii) take all other actions including executing any other documents necessary, desirable or expedient to implement the Interim RP Launch Waiver STID Proposal and the waiver proposed in such STID Proposal;

(3)        waives any claim Bondholders may have against the Bond Trustee or Security Trustee as a result of any liability they may suffer or incur as a result of acting upon this Extraordinary Resolution and its implementation (including but not limited to circumstances where it is subsequently found that this Extraordinary Resolution is not valid or binding);

(4)        holds harmless, discharges and exonerates and (to the extent permitted or not restricted under the laws and regulations applicable to it) indemnifies the Bond Trustee and the Security Trustee from and against all liability for which it may have become or may become liable as a result of acting in accordance with this Extraordinary Resolution under the Bonds, the Finance Documents or otherwise in respect of any act or omission, including, without limitation, in connection with this Extraordinary Resolution or its implementation, such waivers or modifications in the Waiver Letter or the implementation thereof;

(5)        sanctions and assents to every abrogation, amendment, modification, compromise or arrangement in respect of the rights of the Bondholders against the Issuer or the relevant Guarantors or against any of their property whether such rights shall arise under the Bonds, the Finance Documents or otherwise involved in or resulting from the Interim RP Launch Waiver STID Proposal, this Extraordinary Resolution, the Waiver Letter, or their implementation and/or the waivers and modifications to the Bonds, the Finance Documents or otherwise (in each case, in accordance with the terms of the Interim RP Launch Waiver STID Proposal and the Waiver Letter) or their implementation;

(6)        approves that the Bond Trustee be and is hereby authorised and instructed not to obtain any legal opinions in relation to, or to enquire into the power and the capacity of any person to enter into the Waiver Letter or any other waivers to the Finance Documents of the due execution and delivery thereof by any party thereto or the validity and enforceability thereof; and

(7)        acknowledges that the approval of the Interim RP Launch Waiver STID Proposal is not conditional on the approval of the other STID Proposals.

Unless the context otherwise requires, capitalised terms used in this Extraordinary Resolution shall bear the meanings given to them in the Bond Trust Deed or, as applicable, the Solicitation Memorandum prepared by the Issuer and dated 25 October 2024 (the "Solicitation Memorandum")".

 

EXTRAORDINARY RESOLUTION IN RESPECT OF THE RESERVE ACCOUNT RESTRICTED CASH RELEASE WAIVER OF THE €650,000,000 4.000 per cent. Class A Green Unwrapped Bonds due 18 April 2027

 

"THAT THIS MEETING (the "Meeting") of the holders of €650,000,000 4.000 per cent. Class A Green Unwrapped Bonds due 18 April 2027 (the "Bondholders") guaranteed by Thames Water Utilities Holdings Limited and Thames Water Utilities Limited (each a "Guarantor" and together, the "Guarantors"), issued by Thames Water Utilities Finance plc (the "Issuer") and constituted by a trust deed originally dated 30 August 2007, as amended and restated or supplemented from time to time (the "Bond Trust Deed"), between, amongst others, the Issuer and Deutsche Trustee Company Limited (the "Bond Trustee"), by Extraordinary Resolution (as defined in the Bond Trust Deed) HEREBY:

(1)        sanctions and approves the STID Proposal in respect of the Reserve Account Restricted Cash Release Waiver from TWUL dated 25 October 2024 to which this Extraordinary Resolution relates (the "Reserve Account Restricted Cash Release Waiver STID Proposal") and the Waiver Letter (as defined in the STID Proposal) insofar as it relates to the Reserve Account Restricted Cash Release Waiver STID Proposal, which is defined and described in the Solicitation Memorandum (as defined below);

(2)        assents to and authorises, directs, requests and empowers the Bond Trustee to (i) vote in favour of the Reserve Account Restricted Cash Release Waiver STID Proposal, (ii) to direct the Security Trustee to execute the Waiver Letter insofar as it relates to the Reserve Account Restricted Cash Release Waiver STID Proposal, and (iii) take all other actions including executing any other documents necessary, desirable or expedient to implement the Reserve Account Restricted Cash Release Waiver STID Proposal and the waiver proposed in such STID Proposal;

(3)        waives any claim Bondholders may have against the Bond Trustee or Security Trustee as a result of any liability they may suffer or incur as a result of acting upon this Extraordinary Resolution and its implementation (including but not limited to circumstances where it is subsequently found that this Extraordinary Resolution is not valid or binding);

(4)        holds harmless, discharges and exonerates and (to the extent permitted or not restricted under the laws and regulations applicable to it) indemnifies the Bond Trustee and the Security Trustee from and against all liability for which it may have become or may become liable as a result of acting in accordance with this Extraordinary Resolution under the Bonds, the Finance Documents or otherwise in respect of any act or omission, including, without limitation, in connection with this Extraordinary Resolution or its implementation, such waivers or modifications in the Waiver Letter or the implementation thereof;

(5)        sanctions and assents to every abrogation, amendment, modification, compromise or arrangement in respect of the rights of the Bondholders against the Issuer or the relevant Guarantors or against any of their property whether such rights shall arise under the Bonds, the Finance Documents or otherwise involved in or resulting from the Reserve Account Restricted Cash Release Waiver STID Proposal, this Extraordinary Resolution, the Waiver Letter, or their implementation and/or the waivers and modifications to the Bonds, the Finance Documents or otherwise (in each case, in accordance with the terms of the Reserve Account Restricted Cash Release Waiver STID Proposal and the Waiver Letter) or their implementation;

(6)        approves that the Bond Trustee be and is hereby authorised and instructed not to obtain any legal opinions in relation to, or to enquire into the power and the capacity of any person to enter into the Waiver Letter or any other waivers to the Finance Documents of the due execution and delivery thereof by any party thereto or the validity and enforceability thereof; and

(7)        acknowledges that the approval of the Reserve Account Restricted Cash Release Waiver STID Proposal is not conditional on the approval of the other STID Proposals.

Unless the context otherwise requires, capitalised terms used in this Extraordinary Resolution shall bear the meanings given to them in the Bond Trust Deed or, as applicable, the Solicitation Memorandum prepared by the Issuer and dated 25 October 2024 (the "Solicitation Memorandum")".

 

EXTRAORDINARY RESOLUTION IN RESPECT OF THE COMPENSATION ACCOUNT RESTRICTED CASH RELEASE WAIVER OF THE €650,000,000 4.000 per cent. Class A Green Unwrapped Bonds due 18 April 2027

 

"THAT THIS MEETING (the "Meeting") of the holders of €650,000,000 4.000 per cent. Class A Green Unwrapped Bonds due 18 April 2027 (the "Bondholders") guaranteed by Thames Water Utilities Holdings Limited and Thames Water Utilities Limited (each a "Guarantor" and together, the "Guarantors"), issued by Thames Water Utilities Finance plc (the "Issuer") and constituted by a trust deed originally dated 30 August 2007, as amended and restated or supplemented from time to time (the "Bond Trust Deed"), between, amongst others, the Issuer and Deutsche Trustee Company Limited (the "Bond Trustee"), by Extraordinary Resolution (as defined in the Bond Trust Deed) HEREBY:

(1)        sanctions and approves the STID Proposal in respect of the Compensation Account Restricted Cash Release Waiver from TWUL dated 25 October 2024 to which this Extraordinary Resolution relates (the "Compensation Account Restricted Cash Release Waiver STID Proposal") and the Waiver Letter (as defined in the STID Proposal) insofar as it relates to the Compensation Account Restricted Cash Release Waiver STID Proposal, which is defined and described in the Solicitation Memorandum (as defined below);

(2)        assents to and authorises, directs, requests and empowers the Bond Trustee to (i) vote in favour of the Compensation Account Restricted Cash Release Waiver STID Proposal, (ii) to direct the Security Trustee to execute the Waiver Letter insofar as it relates to the Compensation Account Restricted Cash Release Waiver STID Proposal, and (iii) take all other actions including executing any other documents necessary, desirable or expedient to implement the Compensation Account Restricted Cash Release Waiver STID Proposal and the waiver proposed in such STID Proposal;

(3)        waives any claim Bondholders may have against the Bond Trustee or Security Trustee as a result of any liability they may suffer or incur as a result of acting upon this Extraordinary Resolution and its implementation (including but not limited to circumstances where it is subsequently found that this Extraordinary Resolution is not valid or binding);

(4)        holds harmless, discharges and exonerates and (to the extent permitted or not restricted under the laws and regulations applicable to it) indemnifies the Bond Trustee and the Security Trustee from and against all liability for which it may have become or may become liable as a result of acting in accordance with this Extraordinary Resolution under the Bonds, the Finance Documents or otherwise in respect of any act or omission, including, without limitation, in connection with this Extraordinary Resolution or its implementation, such waivers or modifications in the Waiver Letter or the implementation thereof;

(5)        sanctions and assents to every abrogation, amendment, modification, compromise or arrangement in respect of the rights of the Bondholders against the Issuer or the relevant Guarantors or against any of their property whether such rights shall arise under the Bonds, the Finance Documents or otherwise involved in or resulting from the Compensation Account Restricted Cash Release Waiver STID Proposal, this Extraordinary Resolution, the Waiver Letter, or their implementation and/or the waivers and modifications to the Bonds, the Finance Documents or otherwise (in each case, in accordance with the terms of the Compensation Account Restricted Cash Release Waiver STID Proposal and the Waiver Letter) or their implementation;

(6)        approves that the Bond Trustee be and is hereby authorised and instructed not to obtain any legal opinions in relation to, or to enquire into the power and the capacity of any person to enter into the Waiver Letter or any other waivers to the Finance Documents of the due execution and delivery thereof by any party thereto or the validity and enforceability thereof; and

(7)        acknowledges that the approval of the Compensation Account Restricted Cash Release Waiver STID Proposal is not conditional on the approval of the other STID Proposals.

Unless the context otherwise requires, capitalised terms used in this Extraordinary Resolution shall bear the meanings given to them in the Bond Trust Deed or, as applicable, the Solicitation Memorandum prepared by the Issuer and dated 25 October 2024 (the "Solicitation Memorandum")".

 

EXTRAORDINARY RESOLUTION IN RESPECT OF THE SEPTEMBER INTERIM ACCOUNTS WAIVER OF THE €650,000,000 4.000 per cent. Class A Green Unwrapped Bonds due 18 April 2027

 

"THAT THIS MEETING (the "Meeting") of the holders of €650,000,000 4.000 per cent. Class A Green Unwrapped Bonds due 18 April 2027 (the "Bondholders") guaranteed by Thames Water Utilities Holdings Limited and Thames Water Utilities Limited (each a "Guarantor" and together, the "Guarantors"), issued by Thames Water Utilities Finance plc (the "Issuer") and constituted by a trust deed originally dated 30 August 2007, as amended and restated or supplemented from time to time (the "Bond Trust Deed"), between, amongst others, the Issuer and Deutsche Trustee Company Limited (the "Bond Trustee"), by Extraordinary Resolution (as defined in the Bond Trust Deed) HEREBY:

(1)        sanctions and approves the STID Proposal in respect of the September Interim Accounts Waiver from TWUL dated 25 October 2024 to which this Extraordinary Resolution relates (the "September Interim Accounts Waiver STID Proposal") and the Waiver Letter (as defined in the STID Proposal) insofar as it relates to the September Interim Accounts Waiver STID Proposal, which is defined and described in the Solicitation Memorandum (as defined below);

(2)        assents to and authorises, directs, requests and empowers the Bond Trustee to (i) vote in favour of the September Interim Accounts Waiver STID Proposal, (ii) to direct the Security Trustee to execute the Waiver Letter insofar as it relates to the September Interim Accounts Waiver STID Proposal, and (iii) take all other actions including executing any other documents necessary, desirable or expedient to implement the September Interim Accounts Waiver STID Proposal and the waiver proposed in such STID Proposal;

(3)        waives any claim Bondholders may have against the Bond Trustee or Security Trustee as a result of any liability they may suffer or incur as a result of acting upon this Extraordinary Resolution and its implementation (including but not limited to circumstances where it is subsequently found that this Extraordinary Resolution is not valid or binding);

(4)        holds harmless, discharges and exonerates and (to the extent permitted or not restricted under the laws and regulations applicable to it) indemnifies the Bond Trustee and the Security Trustee from and against all liability for which it may have become or may become liable as a result of acting in accordance with this Extraordinary Resolution under the Bonds, the Finance Documents or otherwise in respect of any act or omission, including, without limitation, in connection with this Extraordinary Resolution or its implementation, such waivers or modifications in the Waiver Letter or the implementation thereof;

(5)        sanctions and assents to every abrogation, amendment, modification, compromise or arrangement in respect of the rights of the Bondholders against the Issuer or the relevant Guarantors or against any of their property whether such rights shall arise under the Bonds, the Finance Documents or otherwise involved in or resulting from the September Interim Accounts Waiver STID Proposal, this Extraordinary Resolution, the Waiver Letter, or their implementation and/or the waivers and modifications to the Bonds, the Finance Documents or otherwise (in each case, in accordance with the terms of the September Interim Accounts Waiver STID Proposal and the Waiver Letter) or their implementation;

(6)        approves that the Bond Trustee be and is hereby authorised and instructed not to obtain any legal opinions in relation to, or to enquire into the power and the capacity of any person to enter into the Waiver Letter or any other waivers to the Finance Documents of the due execution and delivery thereof by any party thereto or the validity and enforceability thereof; and

(7)        acknowledges that the approval of the September Interim Accounts Waiver STID Proposal is not conditional on the approval of the other STID Proposals.

Unless the context otherwise requires, capitalised terms used in this Extraordinary Resolution shall bear the meanings given to them in the Bond Trust Deed or, as applicable, the Solicitation Memorandum prepared by the Issuer and dated 25 October 2024 (the "Solicitation Memorandum")".

 

EXTRAORDINARY RESOLUTION IN RESPECT OF THE INTERIM RP LAUNCH WAIVER OF THE £45,000,000 0.721 per cent. Index Linked Class A Unwrapped Bonds due 21 December 2027

 

"THAT THIS MEETING (the "Meeting") of the holders of £45,000,000 0.721 per cent. Index Linked Class A Unwrapped Bonds due 21 December 2027 (the "Bondholders") guaranteed by Thames Water Utilities Holdings Limited and Thames Water Utilities Limited (each a "Guarantor" and together, the "Guarantors"), issued by Thames Water Utilities Finance plc (the "Issuer") and constituted by a trust deed originally dated 30 August 2007, as amended and restated or supplemented from time to time (the "Bond Trust Deed"), between, amongst others, the Issuer and Deutsche Trustee Company Limited (the "Bond Trustee"), by Extraordinary Resolution (as defined in the Bond Trust Deed) HEREBY:

(1)        sanctions and approves the STID Proposal in respect of the Interim RP Launch Waiver from TWUL dated 25 October 2024 to which this Extraordinary Resolution relates (the "Interim RP Launch Waiver STID Proposal") and the Waiver Letter (as defined in the STID Proposal) insofar as it relates to the Interim RP Launch Waiver STID Proposal, which is defined and described in the Solicitation Memorandum (as defined below);

(2)        assents to and authorises, directs, requests and empowers the Bond Trustee to (i) vote in favour of the Interim RP Launch Waiver STID Proposal, (ii) to direct the Security Trustee to execute the Waiver Letter insofar as it relates to the Interim RP Launch Waiver STID Proposal, and (iii) take all other actions including executing any other documents necessary, desirable or expedient to implement the Interim RP Launch Waiver STID Proposal and the waiver proposed in such STID Proposal;

(3)        waives any claim Bondholders may have against the Bond Trustee or Security Trustee as a result of any liability they may suffer or incur as a result of acting upon this Extraordinary Resolution and its implementation (including but not limited to circumstances where it is subsequently found that this Extraordinary Resolution is not valid or binding);

(4)        holds harmless, discharges and exonerates and (to the extent permitted or not restricted under the laws and regulations applicable to it) indemnifies the Bond Trustee and the Security Trustee from and against all liability for which it may have become or may become liable as a result of acting in accordance with this Extraordinary Resolution under the Bonds, the Finance Documents or otherwise in respect of any act or omission, including, without limitation, in connection with this Extraordinary Resolution or its implementation, such waivers or modifications in the Waiver Letter or the implementation thereof;

(5)        sanctions and assents to every abrogation, amendment, modification, compromise or arrangement in respect of the rights of the Bondholders against the Issuer or the relevant Guarantors or against any of their property whether such rights shall arise under the Bonds, the Finance Documents or otherwise involved in or resulting from the Interim RP Launch Waiver STID Proposal, this Extraordinary Resolution, the Waiver Letter, or their implementation and/or the waivers and modifications to the Bonds, the Finance Documents or otherwise (in each case, in accordance with the terms of the Interim RP Launch Waiver STID Proposal and the Waiver Letter) or their implementation;

(6)        approves that the Bond Trustee be and is hereby authorised and instructed not to obtain any legal opinions in relation to, or to enquire into the power and the capacity of any person to enter into the Waiver Letter or any other waivers to the Finance Documents of the due execution and delivery thereof by any party thereto or the validity and enforceability thereof; and

(7)        acknowledges that the approval of the Interim RP Launch Waiver STID Proposal is not conditional on the approval of the other STID Proposals.

Unless the context otherwise requires, capitalised terms used in this Extraordinary Resolution shall bear the meanings given to them in the Bond Trust Deed or, as applicable, the Solicitation Memorandum prepared by the Issuer and dated 25 October 2024 (the "Solicitation Memorandum")".

 

EXTRAORDINARY RESOLUTION IN RESPECT OF THE RESERVE ACCOUNT RESTRICTED CASH RELEASE WAIVER OF THE £45,000,000 0.721 per cent. Index Linked Class A Unwrapped Bonds due 21 December 2027

 

"THAT THIS MEETING (the "Meeting") of the holders of £45,000,000 0.721 per cent. Index Linked Class A Unwrapped Bonds due 21 December 2027 (the "Bondholders") guaranteed by Thames Water Utilities Holdings Limited and Thames Water Utilities Limited (each a "Guarantor" and together, the "Guarantors"), issued by Thames Water Utilities Finance plc (the "Issuer") and constituted by a trust deed originally dated 30 August 2007, as amended and restated or supplemented from time to time (the "Bond Trust Deed"), between, amongst others, the Issuer and Deutsche Trustee Company Limited (the "Bond Trustee"), by Extraordinary Resolution (as defined in the Bond Trust Deed) HEREBY:

(1)        sanctions and approves the STID Proposal in respect of the Reserve Account Restricted Cash Release Waiver from TWUL dated 25 October 2024 to which this Extraordinary Resolution relates (the "Reserve Account Restricted Cash Release Waiver STID Proposal") and the Waiver Letter (as defined in the STID Proposal) insofar as it relates to the Reserve Account Restricted Cash Release Waiver STID Proposal, which is defined and described in the Solicitation Memorandum (as defined below);

(2)        assents to and authorises, directs, requests and empowers the Bond Trustee to (i) vote in favour of the Reserve Account Restricted Cash Release Waiver STID Proposal, (ii) to direct the Security Trustee to execute the Waiver Letter insofar as it relates to the Reserve Account Restricted Cash Release Waiver STID Proposal, and (iii) take all other actions including executing any other documents necessary, desirable or expedient to implement the Reserve Account Restricted Cash Release Waiver STID Proposal and the waiver proposed in such STID Proposal;

(3)        waives any claim Bondholders may have against the Bond Trustee or Security Trustee as a result of any liability they may suffer or incur as a result of acting upon this Extraordinary Resolution and its implementation (including but not limited to circumstances where it is subsequently found that this Extraordinary Resolution is not valid or binding);

(4)        holds harmless, discharges and exonerates and (to the extent permitted or not restricted under the laws and regulations applicable to it) indemnifies the Bond Trustee and the Security Trustee from and against all liability for which it may have become or may become liable as a result of acting in accordance with this Extraordinary Resolution under the Bonds, the Finance Documents or otherwise in respect of any act or omission, including, without limitation, in connection with this Extraordinary Resolution or its implementation, such waivers or modifications in the Waiver Letter or the implementation thereof;

(5)        sanctions and assents to every abrogation, amendment, modification, compromise or arrangement in respect of the rights of the Bondholders against the Issuer or the relevant Guarantors or against any of their property whether such rights shall arise under the Bonds, the Finance Documents or otherwise involved in or resulting from the Reserve Account Restricted Cash Release Waiver STID Proposal, this Extraordinary Resolution, the Waiver Letter, or their implementation and/or the waivers and modifications to the Bonds, the Finance Documents or otherwise (in each case, in accordance with the terms of the Reserve Account Restricted Cash Release Waiver STID Proposal and the Waiver Letter) or their implementation;

(6)        approves that the Bond Trustee be and is hereby authorised and instructed not to obtain any legal opinions in relation to, or to enquire into the power and the capacity of any person to enter into the Waiver Letter or any other waivers to the Finance Documents of the due execution and delivery thereof by any party thereto or the validity and enforceability thereof; and

(7)        acknowledges that the approval of the Reserve Account Restricted Cash Release Waiver STID Proposal is not conditional on the approval of the other STID Proposals.

Unless the context otherwise requires, capitalised terms used in this Extraordinary Resolution shall bear the meanings given to them in the Bond Trust Deed or, as applicable, the Solicitation Memorandum prepared by the Issuer and dated 25 October 2024 (the "Solicitation Memorandum")".

 

EXTRAORDINARY RESOLUTION IN RESPECT OF THE COMPENSATION ACCOUNT RESTRICTED CASH RELEASE WAIVER OF THE £45,000,000 0.721 per cent. Index Linked Class A Unwrapped Bonds due 21 December 2027

 

"THAT THIS MEETING (the "Meeting") of the holders of £45,000,000 0.721 per cent. Index Linked Class A Unwrapped Bonds due 21 December 2027 (the "Bondholders") guaranteed by Thames Water Utilities Holdings Limited and Thames Water Utilities Limited (each a "Guarantor" and together, the "Guarantors"), issued by Thames Water Utilities Finance plc (the "Issuer") and constituted by a trust deed originally dated 30 August 2007, as amended and restated or supplemented from time to time (the "Bond Trust Deed"), between, amongst others, the Issuer and Deutsche Trustee Company Limited (the "Bond Trustee"), by Extraordinary Resolution (as defined in the Bond Trust Deed) HEREBY:

(1)        sanctions and approves the STID Proposal in respect of the Compensation Account Restricted Cash Release Waiver from TWUL dated 25 October 2024 to which this Extraordinary Resolution relates (the "Compensation Account Restricted Cash Release Waiver STID Proposal") and the Waiver Letter (as defined in the STID Proposal) insofar as it relates to the Compensation Account Restricted Cash Release Waiver STID Proposal, which is defined and described in the Solicitation Memorandum (as defined below);

(2)        assents to and authorises, directs, requests and empowers the Bond Trustee to (i) vote in favour of the Compensation Account Restricted Cash Release Waiver STID Proposal, (ii) to direct the Security Trustee to execute the Waiver Letter insofar as it relates to the Compensation Account Restricted Cash Release Waiver STID Proposal, and (iii) take all other actions including executing any other documents necessary, desirable or expedient to implement the Compensation Account Restricted Cash Release Waiver STID Proposal and the waiver proposed in such STID Proposal;

(3)        waives any claim Bondholders may have against the Bond Trustee or Security Trustee as a result of any liability they may suffer or incur as a result of acting upon this Extraordinary Resolution and its implementation (including but not limited to circumstances where it is subsequently found that this Extraordinary Resolution is not valid or binding);

(4)        holds harmless, discharges and exonerates and (to the extent permitted or not restricted under the laws and regulations applicable to it) indemnifies the Bond Trustee and the Security Trustee from and against all liability for which it may have become or may become liable as a result of acting in accordance with this Extraordinary Resolution under the Bonds, the Finance Documents or otherwise in respect of any act or omission, including, without limitation, in connection with this Extraordinary Resolution or its implementation, such waivers or modifications in the Waiver Letter or the implementation thereof;

(5)        sanctions and assents to every abrogation, amendment, modification, compromise or arrangement in respect of the rights of the Bondholders against the Issuer or the relevant Guarantors or against any of their property whether such rights shall arise under the Bonds, the Finance Documents or otherwise involved in or resulting from the Compensation Account Restricted Cash Release Waiver STID Proposal, this Extraordinary Resolution, the Waiver Letter, or their implementation and/or the waivers and modifications to the Bonds, the Finance Documents or otherwise (in each case, in accordance with the terms of the Compensation Account Restricted Cash Release Waiver STID Proposal and the Waiver Letter) or their implementation;

(6)        approves that the Bond Trustee be and is hereby authorised and instructed not to obtain any legal opinions in relation to, or to enquire into the power and the capacity of any person to enter into the Waiver Letter or any other waivers to the Finance Documents of the due execution and delivery thereof by any party thereto or the validity and enforceability thereof; and

(7)        acknowledges that the approval of the Compensation Account Restricted Cash Release Waiver STID Proposal is not conditional on the approval of the other STID Proposals.

Unless the context otherwise requires, capitalised terms used in this Extraordinary Resolution shall bear the meanings given to them in the Bond Trust Deed or, as applicable, the Solicitation Memorandum prepared by the Issuer and dated 25 October 2024 (the "Solicitation Memorandum")".

 

EXTRAORDINARY RESOLUTION IN RESPECT OF THE SEPTEMBER INTERIM ACCOUNTS WAIVER OF THE £45,000,000 0.721 per cent. Index Linked Class A Unwrapped Bonds due 21 December 2027

 

"THAT THIS MEETING (the "Meeting") of the holders of £45,000,000 0.721 per cent. Index Linked Class A Unwrapped Bonds due 21 December 2027 (the "Bondholders") guaranteed by Thames Water Utilities Holdings Limited and Thames Water Utilities Limited (each a "Guarantor" and together, the "Guarantors"), issued by Thames Water Utilities Finance plc (the "Issuer") and constituted by a trust deed originally dated 30 August 2007, as amended and restated or supplemented from time to time (the "Bond Trust Deed"), between, amongst others, the Issuer and Deutsche Trustee Company Limited (the "Bond Trustee"), by Extraordinary Resolution (as defined in the Bond Trust Deed) HEREBY:

(1)        sanctions and approves the STID Proposal in respect of the September Interim Accounts Waiver from TWUL dated 25 October 2024 to which this Extraordinary Resolution relates (the "September Interim Accounts Waiver STID Proposal") and the Waiver Letter (as defined in the STID Proposal) insofar as it relates to the September Interim Accounts Waiver STID Proposal, which is defined and described in the Solicitation Memorandum (as defined below);

(2)        assents to and authorises, directs, requests and empowers the Bond Trustee to (i) vote in favour of the September Interim Accounts Waiver STID Proposal, (ii) to direct the Security Trustee to execute the Waiver Letter insofar as it relates to the September Interim Accounts Waiver STID Proposal, and (iii) take all other actions including executing any other documents necessary, desirable or expedient to implement the September Interim Accounts Waiver STID Proposal and the waiver proposed in such STID Proposal;

(3)        waives any claim Bondholders may have against the Bond Trustee or Security Trustee as a result of any liability they may suffer or incur as a result of acting upon this Extraordinary Resolution and its implementation (including but not limited to circumstances where it is subsequently found that this Extraordinary Resolution is not valid or binding);

(4)        holds harmless, discharges and exonerates and (to the extent permitted or not restricted under the laws and regulations applicable to it) indemnifies the Bond Trustee and the Security Trustee from and against all liability for which it may have become or may become liable as a result of acting in accordance with this Extraordinary Resolution under the Bonds, the Finance Documents or otherwise in respect of any act or omission, including, without limitation, in connection with this Extraordinary Resolution or its implementation, such waivers or modifications in the Waiver Letter or the implementation thereof;

(5)        sanctions and assents to every abrogation, amendment, modification, compromise or arrangement in respect of the rights of the Bondholders against the Issuer or the relevant Guarantors or against any of their property whether such rights shall arise under the Bonds, the Finance Documents or otherwise involved in or resulting from the September Interim Accounts Waiver STID Proposal, this Extraordinary Resolution, the Waiver Letter, or their implementation and/or the waivers and modifications to the Bonds, the Finance Documents or otherwise (in each case, in accordance with the terms of the September Interim Accounts Waiver STID Proposal and the Waiver Letter) or their implementation;

(6)        approves that the Bond Trustee be and is hereby authorised and instructed not to obtain any legal opinions in relation to, or to enquire into the power and the capacity of any person to enter into the Waiver Letter or any other waivers to the Finance Documents of the due execution and delivery thereof by any party thereto or the validity and enforceability thereof; and

(7)        acknowledges that the approval of the September Interim Accounts Waiver STID Proposal is not conditional on the approval of the other STID Proposals.

Unless the context otherwise requires, capitalised terms used in this Extraordinary Resolution shall bear the meanings given to them in the Bond Trust Deed or, as applicable, the Solicitation Memorandum prepared by the Issuer and dated 25 October 2024 (the "Solicitation Memorandum")".

 

EXTRAORDINARY RESOLUTION IN RESPECT OF THE INTERIM RP LAUNCH WAIVER OF THE US$40,000,000 1.604 per cent. Class A Unwrapped Bonds due 23 December 2027

 

"THAT THIS MEETING (the "Meeting") of the holders of US$40,000,000 1.604 per cent. Class A Unwrapped Bonds due 23 December 2027 (the "Bondholders") guaranteed by Thames Water Utilities Holdings Limited and Thames Water Utilities Limited (each a "Guarantor" and together, the "Guarantors"), issued by Thames Water Utilities Finance plc (the "Issuer") and constituted by a trust deed originally dated 30 August 2007, as amended and restated or supplemented from time to time (the "Bond Trust Deed"), between, amongst others, the Issuer and Deutsche Trustee Company Limited (the "Bond Trustee"), by Extraordinary Resolution (as defined in the Bond Trust Deed) HEREBY:

(1)        sanctions and approves the STID Proposal in respect of the Interim RP Launch Waiver from TWUL dated 25 October 2024 to which this Extraordinary Resolution relates (the "Interim RP Launch Waiver STID Proposal") and the Waiver Letter (as defined in the STID Proposal) insofar as it relates to the Interim RP Launch Waiver STID Proposal, which is defined and described in the Solicitation Memorandum (as defined below);

(2)        assents to and authorises, directs, requests and empowers the Bond Trustee to (i) vote in favour of the Interim RP Launch Waiver STID Proposal, (ii) to direct the Security Trustee to execute the Waiver Letter insofar as it relates to the Interim RP Launch Waiver STID Proposal, and (iii) take all other actions including executing any other documents necessary, desirable or expedient to implement the Interim RP Launch Waiver STID Proposal and the waiver proposed in such STID Proposal;

(3)        waives any claim Bondholders may have against the Bond Trustee or Security Trustee as a result of any liability they may suffer or incur as a result of acting upon this Extraordinary Resolution and its implementation (including but not limited to circumstances where it is subsequently found that this Extraordinary Resolution is not valid or binding);

(4)        holds harmless, discharges and exonerates and (to the extent permitted or not restricted under the laws and regulations applicable to it) indemnifies the Bond Trustee and the Security Trustee from and against all liability for which it may have become or may become liable as a result of acting in accordance with this Extraordinary Resolution under the Bonds, the Finance Documents or otherwise in respect of any act or omission, including, without limitation, in connection with this Extraordinary Resolution or its implementation, such waivers or modifications in the Waiver Letter or the implementation thereof;

(5)        sanctions and assents to every abrogation, amendment, modification, compromise or arrangement in respect of the rights of the Bondholders against the Issuer or the relevant Guarantors or against any of their property whether such rights shall arise under the Bonds, the Finance Documents or otherwise involved in or resulting from the Interim RP Launch Waiver STID Proposal, this Extraordinary Resolution, the Waiver Letter, or their implementation and/or the waivers and modifications to the Bonds, the Finance Documents or otherwise (in each case, in accordance with the terms of the Interim RP Launch Waiver STID Proposal and the Waiver Letter) or their implementation;

(6)        approves that the Bond Trustee be and is hereby authorised and instructed not to obtain any legal opinions in relation to, or to enquire into the power and the capacity of any person to enter into the Waiver Letter or any other waivers to the Finance Documents of the due execution and delivery thereof by any party thereto or the validity and enforceability thereof; and

(7)        acknowledges that the approval of the Interim RP Launch Waiver STID Proposal is not conditional on the approval of the other STID Proposals.

Unless the context otherwise requires, capitalised terms used in this Extraordinary Resolution shall bear the meanings given to them in the Bond Trust Deed or, as applicable, the Solicitation Memorandum prepared by the Issuer and dated 25 October 2024 (the "Solicitation Memorandum")".

 

EXTRAORDINARY RESOLUTION IN RESPECT OF THE RESERVE ACCOUNT RESTRICTED CASH RELEASE WAIVER OF THE US$40,000,000 1.604 per cent. Class A Unwrapped Bonds due 23 December 2027

 

"THAT THIS MEETING (the "Meeting") of the holders of US$40,000,000 1.604 per cent. Class A Unwrapped Bonds due 23 December 2027 (the "Bondholders") guaranteed by Thames Water Utilities Holdings Limited and Thames Water Utilities Limited (each a "Guarantor" and together, the "Guarantors"), issued by Thames Water Utilities Finance plc (the "Issuer") and constituted by a trust deed originally dated 30 August 2007, as amended and restated or supplemented from time to time (the "Bond Trust Deed"), between, amongst others, the Issuer and Deutsche Trustee Company Limited (the "Bond Trustee"), by Extraordinary Resolution (as defined in the Bond Trust Deed) HEREBY:

(1)        sanctions and approves the STID Proposal in respect of the Reserve Account Restricted Cash Release Waiver from TWUL dated 25 October 2024 to which this Extraordinary Resolution relates (the "Reserve Account Restricted Cash Release Waiver STID Proposal") and the Waiver Letter (as defined in the STID Proposal) insofar as it relates to the Reserve Account Restricted Cash Release Waiver STID Proposal, which is defined and described in the Solicitation Memorandum (as defined below);

(2)        assents to and authorises, directs, requests and empowers the Bond Trustee to (i) vote in favour of the Reserve Account Restricted Cash Release Waiver STID Proposal, (ii) to direct the Security Trustee to execute the Waiver Letter insofar as it relates to the Reserve Account Restricted Cash Release Waiver STID Proposal, and (iii) take all other actions including executing any other documents necessary, desirable or expedient to implement the Reserve Account Restricted Cash Release Waiver STID Proposal and the waiver proposed in such STID Proposal;

(3)        waives any claim Bondholders may have against the Bond Trustee or Security Trustee as a result of any liability they may suffer or incur as a result of acting upon this Extraordinary Resolution and its implementation (including but not limited to circumstances where it is subsequently found that this Extraordinary Resolution is not valid or binding);

(4)        holds harmless, discharges and exonerates and (to the extent permitted or not restricted under the laws and regulations applicable to it) indemnifies the Bond Trustee and the Security Trustee from and against all liability for which it may have become or may become liable as a result of acting in accordance with this Extraordinary Resolution under the Bonds, the Finance Documents or otherwise in respect of any act or omission, including, without limitation, in connection with this Extraordinary Resolution or its implementation, such waivers or modifications in the Waiver Letter or the implementation thereof;

(5)        sanctions and assents to every abrogation, amendment, modification, compromise or arrangement in respect of the rights of the Bondholders against the Issuer or the relevant Guarantors or against any of their property whether such rights shall arise under the Bonds, the Finance Documents or otherwise involved in or resulting from the Reserve Account Restricted Cash Release Waiver STID Proposal, this Extraordinary Resolution, the Waiver Letter, or their implementation and/or the waivers and modifications to the Bonds, the Finance Documents or otherwise (in each case, in accordance with the terms of the Reserve Account Restricted Cash Release Waiver STID Proposal and the Waiver Letter) or their implementation;

(6)        approves that the Bond Trustee be and is hereby authorised and instructed not to obtain any legal opinions in relation to, or to enquire into the power and the capacity of any person to enter into the Waiver Letter or any other waivers to the Finance Documents of the due execution and delivery thereof by any party thereto or the validity and enforceability thereof; and

(7)        acknowledges that the approval of the Reserve Account Restricted Cash Release Waiver STID Proposal is not conditional on the approval of the other STID Proposals.

Unless the context otherwise requires, capitalised terms used in this Extraordinary Resolution shall bear the meanings given to them in the Bond Trust Deed or, as applicable, the Solicitation Memorandum prepared by the Issuer and dated 25 October 2024 (the "Solicitation Memorandum")".

 

EXTRAORDINARY RESOLUTION IN RESPECT OF THE COMPENSATION ACCOUNT RESTRICTED CASH RELEASE WAIVER OF THE US$40,000,000 1.604 per cent. Class A Unwrapped Bonds due 23 December 2027

 

"THAT THIS MEETING (the "Meeting") of the holders of US$40,000,000 1.604 per cent. Class A Unwrapped Bonds due 23 December 2027 (the "Bondholders") guaranteed by Thames Water Utilities Holdings Limited and Thames Water Utilities Limited (each a "Guarantor" and together, the "Guarantors"), issued by Thames Water Utilities Finance plc (the "Issuer") and constituted by a trust deed originally dated 30 August 2007, as amended and restated or supplemented from time to time (the "Bond Trust Deed"), between, amongst others, the Issuer and Deutsche Trustee Company Limited (the "Bond Trustee"), by Extraordinary Resolution (as defined in the Bond Trust Deed) HEREBY:

(1)        sanctions and approves the STID Proposal in respect of the Compensation Account Restricted Cash Release Waiver from TWUL dated 25 October 2024 to which this Extraordinary Resolution relates (the "Compensation Account Restricted Cash Release Waiver STID Proposal") and the Waiver Letter (as defined in the STID Proposal) insofar as it relates to the Compensation Account Restricted Cash Release Waiver STID Proposal, which is defined and described in the Solicitation Memorandum (as defined below);

(2)        assents to and authorises, directs, requests and empowers the Bond Trustee to (i) vote in favour of the Compensation Account Restricted Cash Release Waiver STID Proposal, (ii) to direct the Security Trustee to execute the Waiver Letter insofar as it relates to the Compensation Account Restricted Cash Release Waiver STID Proposal, and (iii) take all other actions including executing any other documents necessary, desirable or expedient to implement the Compensation Account Restricted Cash Release Waiver STID Proposal and the waiver proposed in such STID Proposal;

(3)        waives any claim Bondholders may have against the Bond Trustee or Security Trustee as a result of any liability they may suffer or incur as a result of acting upon this Extraordinary Resolution and its implementation (including but not limited to circumstances where it is subsequently found that this Extraordinary Resolution is not valid or binding);

(4)        holds harmless, discharges and exonerates and (to the extent permitted or not restricted under the laws and regulations applicable to it) indemnifies the Bond Trustee and the Security Trustee from and against all liability for which it may have become or may become liable as a result of acting in accordance with this Extraordinary Resolution under the Bonds, the Finance Documents or otherwise in respect of any act or omission, including, without limitation, in connection with this Extraordinary Resolution or its implementation, such waivers or modifications in the Waiver Letter or the implementation thereof;

(5)        sanctions and assents to every abrogation, amendment, modification, compromise or arrangement in respect of the rights of the Bondholders against the Issuer or the relevant Guarantors or against any of their property whether such rights shall arise under the Bonds, the Finance Documents or otherwise involved in or resulting from the Compensation Account Restricted Cash Release Waiver STID Proposal, this Extraordinary Resolution, the Waiver Letter, or their implementation and/or the waivers and modifications to the Bonds, the Finance Documents or otherwise (in each case, in accordance with the terms of the Compensation Account Restricted Cash Release Waiver STID Proposal and the Waiver Letter) or their implementation;

(6)        approves that the Bond Trustee be and is hereby authorised and instructed not to obtain any legal opinions in relation to, or to enquire into the power and the capacity of any person to enter into the Waiver Letter or any other waivers to the Finance Documents of the due execution and delivery thereof by any party thereto or the validity and enforceability thereof; and

(7)        acknowledges that the approval of the Compensation Account Restricted Cash Release Waiver STID Proposal is not conditional on the approval of the other STID Proposals.

Unless the context otherwise requires, capitalised terms used in this Extraordinary Resolution shall bear the meanings given to them in the Bond Trust Deed or, as applicable, the Solicitation Memorandum prepared by the Issuer and dated 25 October 2024 (the "Solicitation Memorandum")".

 

EXTRAORDINARY RESOLUTION IN RESPECT OF THE SEPTEMBER INTERIM ACCOUNTS WAIVER OF THE US$40,000,000 1.604 per cent. Class A Unwrapped Bonds due 23 December 2027

 

"THAT THIS MEETING (the "Meeting") of the holders of US$40,000,000 1.604 per cent. Class A Unwrapped Bonds due 23 December 2027 (the "Bondholders") guaranteed by Thames Water Utilities Holdings Limited and Thames Water Utilities Limited (each a "Guarantor" and together, the "Guarantors"), issued by Thames Water Utilities Finance plc (the "Issuer") and constituted by a trust deed originally dated 30 August 2007, as amended and restated or supplemented from time to time (the "Bond Trust Deed"), between, amongst others, the Issuer and Deutsche Trustee Company Limited (the "Bond Trustee"), by Extraordinary Resolution (as defined in the Bond Trust Deed) HEREBY:

(1)        sanctions and approves the STID Proposal in respect of the September Interim Accounts Waiver from TWUL dated 25 October 2024 to which this Extraordinary Resolution relates (the "September Interim Accounts Waiver STID Proposal") and the Waiver Letter (as defined in the STID Proposal) insofar as it relates to the September Interim Accounts Waiver STID Proposal, which is defined and described in the Solicitation Memorandum (as defined below);

(2)        assents to and authorises, directs, requests and empowers the Bond Trustee to (i) vote in favour of the September Interim Accounts Waiver STID Proposal, (ii) to direct the Security Trustee to execute the Waiver Letter insofar as it relates to the September Interim Accounts Waiver STID Proposal, and (iii) take all other actions including executing any other documents necessary, desirable or expedient to implement the September Interim Accounts Waiver STID Proposal and the waiver proposed in such STID Proposal;

(3)        waives any claim Bondholders may have against the Bond Trustee or Security Trustee as a result of any liability they may suffer or incur as a result of acting upon this Extraordinary Resolution and its implementation (including but not limited to circumstances where it is subsequently found that this Extraordinary Resolution is not valid or binding);

(4)        holds harmless, discharges and exonerates and (to the extent permitted or not restricted under the laws and regulations applicable to it) indemnifies the Bond Trustee and the Security Trustee from and against all liability for which it may have become or may become liable as a result of acting in accordance with this Extraordinary Resolution under the Bonds, the Finance Documents or otherwise in respect of any act or omission, including, without limitation, in connection with this Extraordinary Resolution or its implementation, such waivers or modifications in the Waiver Letter or the implementation thereof;

(5)        sanctions and assents to every abrogation, amendment, modification, compromise or arrangement in respect of the rights of the Bondholders against the Issuer or the relevant Guarantors or against any of their property whether such rights shall arise under the Bonds, the Finance Documents or otherwise involved in or resulting from the September Interim Accounts Waiver STID Proposal, this Extraordinary Resolution, the Waiver Letter, or their implementation and/or the waivers and modifications to the Bonds, the Finance Documents or otherwise (in each case, in accordance with the terms of the September Interim Accounts Waiver STID Proposal and the Waiver Letter) or their implementation;

(6)        approves that the Bond Trustee be and is hereby authorised and instructed not to obtain any legal opinions in relation to, or to enquire into the power and the capacity of any person to enter into the Waiver Letter or any other waivers to the Finance Documents of the due execution and delivery thereof by any party thereto or the validity and enforceability thereof; and

(7)        acknowledges that the approval of the September Interim Accounts Waiver STID Proposal is not conditional on the approval of the other STID Proposals.

Unless the context otherwise requires, capitalised terms used in this Extraordinary Resolution shall bear the meanings given to them in the Bond Trust Deed or, as applicable, the Solicitation Memorandum prepared by the Issuer and dated 25 October 2024 (the "Solicitation Memorandum")".

 

EXTRAORDINARY RESOLUTION IN RESPECT OF THE INTERIM RP LAUNCH WAIVER OF THE €575,000,000 0.875 per cent. Class A Green Unwrapped Bonds due 31 January 2028

 

"THAT THIS MEETING (the "Meeting") of the holders of €575,000,000 0.875 per cent. Class A Green Unwrapped Bonds due 31 January 2028 (the "Bondholders") guaranteed by Thames Water Utilities Holdings Limited and Thames Water Utilities Limited (each a "Guarantor" and together, the "Guarantors"), issued by Thames Water Utilities Finance plc (the "Issuer") and constituted by a trust deed originally dated 30 August 2007, as amended and restated or supplemented from time to time (the "Bond Trust Deed"), between, amongst others, the Issuer and Deutsche Trustee Company Limited (the "Bond Trustee"), by Extraordinary Resolution (as defined in the Bond Trust Deed) HEREBY:

(1)        sanctions and approves the STID Proposal in respect of the Interim RP Launch Waiver from TWUL dated 25 October 2024 to which this Extraordinary Resolution relates (the "Interim RP Launch Waiver STID Proposal") and the Waiver Letter (as defined in the STID Proposal) insofar as it relates to the Interim RP Launch Waiver STID Proposal, which is defined and described in the Solicitation Memorandum (as defined below);

(2)        assents to and authorises, directs, requests and empowers the Bond Trustee to (i) vote in favour of the Interim RP Launch Waiver STID Proposal, (ii) to direct the Security Trustee to execute the Waiver Letter insofar as it relates to the Interim RP Launch Waiver STID Proposal, and (iii) take all other actions including executing any other documents necessary, desirable or expedient to implement the Interim RP Launch Waiver STID Proposal and the waiver proposed in such STID Proposal;

(3)        waives any claim Bondholders may have against the Bond Trustee or Security Trustee as a result of any liability they may suffer or incur as a result of acting upon this Extraordinary Resolution and its implementation (including but not limited to circumstances where it is subsequently found that this Extraordinary Resolution is not valid or binding);

(4)        holds harmless, discharges and exonerates and (to the extent permitted or not restricted under the laws and regulations applicable to it) indemnifies the Bond Trustee and the Security Trustee from and against all liability for which it may have become or may become liable as a result of acting in accordance with this Extraordinary Resolution under the Bonds, the Finance Documents or otherwise in respect of any act or omission, including, without limitation, in connection with this Extraordinary Resolution or its implementation, such waivers or modifications in the Waiver Letter or the implementation thereof;

(5)        sanctions and assents to every abrogation, amendment, modification, compromise or arrangement in respect of the rights of the Bondholders against the Issuer or the relevant Guarantors or against any of their property whether such rights shall arise under the Bonds, the Finance Documents or otherwise involved in or resulting from the Interim RP Launch Waiver STID Proposal, this Extraordinary Resolution, the Waiver Letter, or their implementation and/or the waivers and modifications to the Bonds, the Finance Documents or otherwise (in each case, in accordance with the terms of the Interim RP Launch Waiver STID Proposal and the Waiver Letter) or their implementation;

(6)        approves that the Bond Trustee be and is hereby authorised and instructed not to obtain any legal opinions in relation to, or to enquire into the power and the capacity of any person to enter into the Waiver Letter or any other waivers to the Finance Documents of the due execution and delivery thereof by any party thereto or the validity and enforceability thereof; and

(7)        acknowledges that the approval of the Interim RP Launch Waiver STID Proposal is not conditional on the approval of the other STID Proposals.

Unless the context otherwise requires, capitalised terms used in this Extraordinary Resolution shall bear the meanings given to them in the Bond Trust Deed or, as applicable, the Solicitation Memorandum prepared by the Issuer and dated 25 October 2024 (the "Solicitation Memorandum")".

 

EXTRAORDINARY RESOLUTION IN RESPECT OF THE RESERVE ACCOUNT RESTRICTED CASH RELEASE WAIVER OF THE €575,000,000 0.875 per cent. Class A Green Unwrapped Bonds due 31 January 2028

 

"THAT THIS MEETING (the "Meeting") of the holders of €575,000,000 0.875 per cent. Class A Green Unwrapped Bonds due 31 January 2028 (the "Bondholders") guaranteed by Thames Water Utilities Holdings Limited and Thames Water Utilities Limited (each a "Guarantor" and together, the "Guarantors"), issued by Thames Water Utilities Finance plc (the "Issuer") and constituted by a trust deed originally dated 30 August 2007, as amended and restated or supplemented from time to time (the "Bond Trust Deed"), between, amongst others, the Issuer and Deutsche Trustee Company Limited (the "Bond Trustee"), by Extraordinary Resolution (as defined in the Bond Trust Deed) HEREBY:

(1)        sanctions and approves the STID Proposal in respect of the Reserve Account Restricted Cash Release Waiver from TWUL dated 25 October 2024 to which this Extraordinary Resolution relates (the "Reserve Account Restricted Cash Release Waiver STID Proposal") and the Waiver Letter (as defined in the STID Proposal) insofar as it relates to the Reserve Account Restricted Cash Release Waiver STID Proposal, which is defined and described in the Solicitation Memorandum (as defined below);

(2)        assents to and authorises, directs, requests and empowers the Bond Trustee to (i) vote in favour of the Reserve Account Restricted Cash Release Waiver STID Proposal, (ii) to direct the Security Trustee to execute the Waiver Letter insofar as it relates to the Reserve Account Restricted Cash Release Waiver STID Proposal, and (iii) take all other actions including executing any other documents necessary, desirable or expedient to implement the Reserve Account Restricted Cash Release Waiver STID Proposal and the waiver proposed in such STID Proposal;

(3)        waives any claim Bondholders may have against the Bond Trustee or Security Trustee as a result of any liability they may suffer or incur as a result of acting upon this Extraordinary Resolution and its implementation (including but not limited to circumstances where it is subsequently found that this Extraordinary Resolution is not valid or binding);

(4)        holds harmless, discharges and exonerates and (to the extent permitted or not restricted under the laws and regulations applicable to it) indemnifies the Bond Trustee and the Security Trustee from and against all liability for which it may have become or may become liable as a result of acting in accordance with this Extraordinary Resolution under the Bonds, the Finance Documents or otherwise in respect of any act or omission, including, without limitation, in connection with this Extraordinary Resolution or its implementation, such waivers or modifications in the Waiver Letter or the implementation thereof;

(5)        sanctions and assents to every abrogation, amendment, modification, compromise or arrangement in respect of the rights of the Bondholders against the Issuer or the relevant Guarantors or against any of their property whether such rights shall arise under the Bonds, the Finance Documents or otherwise involved in or resulting from the Reserve Account Restricted Cash Release Waiver STID Proposal, this Extraordinary Resolution, the Waiver Letter, or their implementation and/or the waivers and modifications to the Bonds, the Finance Documents or otherwise (in each case, in accordance with the terms of the Reserve Account Restricted Cash Release Waiver STID Proposal and the Waiver Letter) or their implementation;

(6)        approves that the Bond Trustee be and is hereby authorised and instructed not to obtain any legal opinions in relation to, or to enquire into the power and the capacity of any person to enter into the Waiver Letter or any other waivers to the Finance Documents of the due execution and delivery thereof by any party thereto or the validity and enforceability thereof; and

(7)        acknowledges that the approval of the Reserve Account Restricted Cash Release Waiver STID Proposal is not conditional on the approval of the other STID Proposals.

Unless the context otherwise requires, capitalised terms used in this Extraordinary Resolution shall bear the meanings given to them in the Bond Trust Deed or, as applicable, the Solicitation Memorandum prepared by the Issuer and dated 25 October 2024 (the "Solicitation Memorandum")".

 

EXTRAORDINARY RESOLUTION IN RESPECT OF THE COMPENSATION ACCOUNT RESTRICTED CASH RELEASE WAIVER OF THE €575,000,000 0.875 per cent. Class A Green Unwrapped Bonds due 31 January 2028

 

"THAT THIS MEETING (the "Meeting") of the holders of €575,000,000 0.875 per cent. Class A Green Unwrapped Bonds due 31 January 2028 (the "Bondholders") guaranteed by Thames Water Utilities Holdings Limited and Thames Water Utilities Limited (each a "Guarantor" and together, the "Guarantors"), issued by Thames Water Utilities Finance plc (the "Issuer") and constituted by a trust deed originally dated 30 August 2007, as amended and restated or supplemented from time to time (the "Bond Trust Deed"), between, amongst others, the Issuer and Deutsche Trustee Company Limited (the "Bond Trustee"), by Extraordinary Resolution (as defined in the Bond Trust Deed) HEREBY:

(1)        sanctions and approves the STID Proposal in respect of the Compensation Account Restricted Cash Release Waiver from TWUL dated 25 October 2024 to which this Extraordinary Resolution relates (the "Compensation Account Restricted Cash Release Waiver STID Proposal") and the Waiver Letter (as defined in the STID Proposal) insofar as it relates to the Compensation Account Restricted Cash Release Waiver STID Proposal, which is defined and described in the Solicitation Memorandum (as defined below);

(2)        assents to and authorises, directs, requests and empowers the Bond Trustee to (i) vote in favour of the Compensation Account Restricted Cash Release Waiver STID Proposal, (ii) to direct the Security Trustee to execute the Waiver Letter insofar as it relates to the Compensation Account Restricted Cash Release Waiver STID Proposal, and (iii) take all other actions including executing any other documents necessary, desirable or expedient to implement the Compensation Account Restricted Cash Release Waiver STID Proposal and the waiver proposed in such STID Proposal;

(3)        waives any claim Bondholders may have against the Bond Trustee or Security Trustee as a result of any liability they may suffer or incur as a result of acting upon this Extraordinary Resolution and its implementation (including but not limited to circumstances where it is subsequently found that this Extraordinary Resolution is not valid or binding);

(4)        holds harmless, discharges and exonerates and (to the extent permitted or not restricted under the laws and regulations applicable to it) indemnifies the Bond Trustee and the Security Trustee from and against all liability for which it may have become or may become liable as a result of acting in accordance with this Extraordinary Resolution under the Bonds, the Finance Documents or otherwise in respect of any act or omission, including, without limitation, in connection with this Extraordinary Resolution or its implementation, such waivers or modifications in the Waiver Letter or the implementation thereof;

(5)        sanctions and assents to every abrogation, amendment, modification, compromise or arrangement in respect of the rights of the Bondholders against the Issuer or the relevant Guarantors or against any of their property whether such rights shall arise under the Bonds, the Finance Documents or otherwise involved in or resulting from the Compensation Account Restricted Cash Release Waiver STID Proposal, this Extraordinary Resolution, the Waiver Letter, or their implementation and/or the waivers and modifications to the Bonds, the Finance Documents or otherwise (in each case, in accordance with the terms of the Compensation Account Restricted Cash Release Waiver STID Proposal and the Waiver Letter) or their implementation;

(6)        approves that the Bond Trustee be and is hereby authorised and instructed not to obtain any legal opinions in relation to, or to enquire into the power and the capacity of any person to enter into the Waiver Letter or any other waivers to the Finance Documents of the due execution and delivery thereof by any party thereto or the validity and enforceability thereof; and

(7)        acknowledges that the approval of the Compensation Account Restricted Cash Release Waiver STID Proposal is not conditional on the approval of the other STID Proposals.

Unless the context otherwise requires, capitalised terms used in this Extraordinary Resolution shall bear the meanings given to them in the Bond Trust Deed or, as applicable, the Solicitation Memorandum prepared by the Issuer and dated 25 October 2024 (the "Solicitation Memorandum")".

 

EXTRAORDINARY RESOLUTION IN RESPECT OF THE SEPTEMBER INTERIM ACCOUNTS WAIVER OF THE €575,000,000 0.875 per cent. Class A Green Unwrapped Bonds due 31 January 2028

 

"THAT THIS MEETING (the "Meeting") of the holders of €575,000,000 0.875 per cent. Class A Green Unwrapped Bonds due 31 January 2028 (the "Bondholders") guaranteed by Thames Water Utilities Holdings Limited and Thames Water Utilities Limited (each a "Guarantor" and together, the "Guarantors"), issued by Thames Water Utilities Finance plc (the "Issuer") and constituted by a trust deed originally dated 30 August 2007, as amended and restated or supplemented from time to time (the "Bond Trust Deed"), between, amongst others, the Issuer and Deutsche Trustee Company Limited (the "Bond Trustee"), by Extraordinary Resolution (as defined in the Bond Trust Deed) HEREBY:

(1)        sanctions and approves the STID Proposal in respect of the September Interim Accounts Waiver from TWUL dated 25 October 2024 to which this Extraordinary Resolution relates (the "September Interim Accounts Waiver STID Proposal") and the Waiver Letter (as defined in the STID Proposal) insofar as it relates to the September Interim Accounts Waiver STID Proposal, which is defined and described in the Solicitation Memorandum (as defined below);

(2)        assents to and authorises, directs, requests and empowers the Bond Trustee to (i) vote in favour of the September Interim Accounts Waiver STID Proposal, (ii) to direct the Security Trustee to execute the Waiver Letter insofar as it relates to the September Interim Accounts Waiver STID Proposal, and (iii) take all other actions including executing any other documents necessary, desirable or expedient to implement the September Interim Accounts Waiver STID Proposal and the waiver proposed in such STID Proposal;

(3)        waives any claim Bondholders may have against the Bond Trustee or Security Trustee as a result of any liability they may suffer or incur as a result of acting upon this Extraordinary Resolution and its implementation (including but not limited to circumstances where it is subsequently found that this Extraordinary Resolution is not valid or binding);

(4)        holds harmless, discharges and exonerates and (to the extent permitted or not restricted under the laws and regulations applicable to it) indemnifies the Bond Trustee and the Security Trustee from and against all liability for which it may have become or may become liable as a result of acting in accordance with this Extraordinary Resolution under the Bonds, the Finance Documents or otherwise in respect of any act or omission, including, without limitation, in connection with this Extraordinary Resolution or its implementation, such waivers or modifications in the Waiver Letter or the implementation thereof;

(5)        sanctions and assents to every abrogation, amendment, modification, compromise or arrangement in respect of the rights of the Bondholders against the Issuer or the relevant Guarantors or against any of their property whether such rights shall arise under the Bonds, the Finance Documents or otherwise involved in or resulting from the September Interim Accounts Waiver STID Proposal, this Extraordinary Resolution, the Waiver Letter, or their implementation and/or the waivers and modifications to the Bonds, the Finance Documents or otherwise (in each case, in accordance with the terms of the September Interim Accounts Waiver STID Proposal and the Waiver Letter) or their implementation;

(6)        approves that the Bond Trustee be and is hereby authorised and instructed not to obtain any legal opinions in relation to, or to enquire into the power and the capacity of any person to enter into the Waiver Letter or any other waivers to the Finance Documents of the due execution and delivery thereof by any party thereto or the validity and enforceability thereof; and

(7)        acknowledges that the approval of the September Interim Accounts Waiver STID Proposal is not conditional on the approval of the other STID Proposals.

Unless the context otherwise requires, capitalised terms used in this Extraordinary Resolution shall bear the meanings given to them in the Bond Trust Deed or, as applicable, the Solicitation Memorandum prepared by the Issuer and dated 25 October 2024 (the "Solicitation Memorandum")".

 

EXTRAORDINARY RESOLUTION IN RESPECT OF THE INTERIM RP LAUNCH WAIVER OF THE £300,000,000 3.5 per cent. Class A Guaranteed Unwrapped Bonds due 25 February 2028

 

"THAT THIS MEETING (the "Meeting") of the holders of £300,000,000 3.5 per cent. Class A Guaranteed Unwrapped Bonds due 25 February 2028 (the "Bondholders") guaranteed by Thames Water Utilities Holdings Limited and Thames Water Utilities Limited (each a "Guarantor" and together, the "Guarantors"), issued by Thames Water Utilities Finance plc (the "Issuer") and constituted by a trust deed originally dated 30 August 2007, as amended and restated or supplemented from time to time (the "Bond Trust Deed"), between, amongst others, the Issuer and Deutsche Trustee Company Limited (the "Bond Trustee"), by Extraordinary Resolution (as defined in the Bond Trust Deed) HEREBY:

(1)        sanctions and approves the STID Proposal in respect of the Interim RP Launch Waiver from TWUL dated 25 October 2024 to which this Extraordinary Resolution relates (the "Interim RP Launch Waiver STID Proposal") and the Waiver Letter (as defined in the STID Proposal) insofar as it relates to the Interim RP Launch Waiver STID Proposal, which is defined and described in the Solicitation Memorandum (as defined below);

(2)        assents to and authorises, directs, requests and empowers the Bond Trustee to (i) vote in favour of the Interim RP Launch Waiver STID Proposal, (ii) to direct the Security Trustee to execute the Waiver Letter insofar as it relates to the Interim RP Launch Waiver STID Proposal, and (iii) take all other actions including executing any other documents necessary, desirable or expedient to implement the Interim RP Launch Waiver STID Proposal and the waiver proposed in such STID Proposal;

(3)        waives any claim Bondholders may have against the Bond Trustee or Security Trustee as a result of any liability they may suffer or incur as a result of acting upon this Extraordinary Resolution and its implementation (including but not limited to circumstances where it is subsequently found that this Extraordinary Resolution is not valid or binding);

(4)        holds harmless, discharges and exonerates and (to the extent permitted or not restricted under the laws and regulations applicable to it) indemnifies the Bond Trustee and the Security Trustee from and against all liability for which it may have become or may become liable as a result of acting in accordance with this Extraordinary Resolution under the Bonds, the Finance Documents or otherwise in respect of any act or omission, including, without limitation, in connection with this Extraordinary Resolution or its implementation, such waivers or modifications in the Waiver Letter or the implementation thereof;

(5)        sanctions and assents to every abrogation, amendment, modification, compromise or arrangement in respect of the rights of the Bondholders against the Issuer or the relevant Guarantors or against any of their property whether such rights shall arise under the Bonds, the Finance Documents or otherwise involved in or resulting from the Interim RP Launch Waiver STID Proposal, this Extraordinary Resolution, the Waiver Letter, or their implementation and/or the waivers and modifications to the Bonds, the Finance Documents or otherwise (in each case, in accordance with the terms of the Interim RP Launch Waiver STID Proposal and the Waiver Letter) or their implementation;

(6)        approves that the Bond Trustee be and is hereby authorised and instructed not to obtain any legal opinions in relation to, or to enquire into the power and the capacity of any person to enter into the Waiver Letter or any other waivers to the Finance Documents of the due execution and delivery thereof by any party thereto or the validity and enforceability thereof; and

(7)        acknowledges that the approval of the Interim RP Launch Waiver STID Proposal is not conditional on the approval of the other STID Proposals.

Unless the context otherwise requires, capitalised terms used in this Extraordinary Resolution shall bear the meanings given to them in the Bond Trust Deed or, as applicable, the Solicitation Memorandum prepared by the Issuer and dated 25 October 2024 (the "Solicitation Memorandum")".

 

EXTRAORDINARY RESOLUTION IN RESPECT OF THE RESERVE ACCOUNT RESTRICTED CASH RELEASE WAIVER OF THE £300,000,000 3.5 per cent. Class A Guaranteed Unwrapped Bonds due 25 February 2028

 

"THAT THIS MEETING (the "Meeting") of the holders of £300,000,000 3.5 per cent. Class A Guaranteed Unwrapped Bonds due 25 February 2028 (the "Bondholders") guaranteed by Thames Water Utilities Holdings Limited and Thames Water Utilities Limited (each a "Guarantor" and together, the "Guarantors"), issued by Thames Water Utilities Finance plc (the "Issuer") and constituted by a trust deed originally dated 30 August 2007, as amended and restated or supplemented from time to time (the "Bond Trust Deed"), between, amongst others, the Issuer and Deutsche Trustee Company Limited (the "Bond Trustee"), by Extraordinary Resolution (as defined in the Bond Trust Deed) HEREBY:

(1)        sanctions and approves the STID Proposal in respect of the Reserve Account Restricted Cash Release Waiver from TWUL dated 25 October 2024 to which this Extraordinary Resolution relates (the "Reserve Account Restricted Cash Release Waiver STID Proposal") and the Waiver Letter (as defined in the STID Proposal) insofar as it relates to the Reserve Account Restricted Cash Release Waiver STID Proposal, which is defined and described in the Solicitation Memorandum (as defined below);

(2)        assents to and authorises, directs, requests and empowers the Bond Trustee to (i) vote in favour of the Reserve Account Restricted Cash Release Waiver STID Proposal, (ii) to direct the Security Trustee to execute the Waiver Letter insofar as it relates to the Reserve Account Restricted Cash Release Waiver STID Proposal, and (iii) take all other actions including executing any other documents necessary, desirable or expedient to implement the Reserve Account Restricted Cash Release Waiver STID Proposal and the waiver proposed in such STID Proposal;

(3)        waives any claim Bondholders may have against the Bond Trustee or Security Trustee as a result of any liability they may suffer or incur as a result of acting upon this Extraordinary Resolution and its implementation (including but not limited to circumstances where it is subsequently found that this Extraordinary Resolution is not valid or binding);

(4)        holds harmless, discharges and exonerates and (to the extent permitted or not restricted under the laws and regulations applicable to it) indemnifies the Bond Trustee and the Security Trustee from and against all liability for which it may have become or may become liable as a result of acting in accordance with this Extraordinary Resolution under the Bonds, the Finance Documents or otherwise in respect of any act or omission, including, without limitation, in connection with this Extraordinary Resolution or its implementation, such waivers or modifications in the Waiver Letter or the implementation thereof;

(5)        sanctions and assents to every abrogation, amendment, modification, compromise or arrangement in respect of the rights of the Bondholders against the Issuer or the relevant Guarantors or against any of their property whether such rights shall arise under the Bonds, the Finance Documents or otherwise involved in or resulting from the Reserve Account Restricted Cash Release Waiver STID Proposal, this Extraordinary Resolution, the Waiver Letter, or their implementation and/or the waivers and modifications to the Bonds, the Finance Documents or otherwise (in each case, in accordance with the terms of the Reserve Account Restricted Cash Release Waiver STID Proposal and the Waiver Letter) or their implementation;

(6)        approves that the Bond Trustee be and is hereby authorised and instructed not to obtain any legal opinions in relation to, or to enquire into the power and the capacity of any person to enter into the Waiver Letter or any other waivers to the Finance Documents of the due execution and delivery thereof by any party thereto or the validity and enforceability thereof; and

(7)        acknowledges that the approval of the Reserve Account Restricted Cash Release Waiver STID Proposal is not conditional on the approval of the other STID Proposals.

Unless the context otherwise requires, capitalised terms used in this Extraordinary Resolution shall bear the meanings given to them in the Bond Trust Deed or, as applicable, the Solicitation Memorandum prepared by the Issuer and dated 25 October 2024 (the "Solicitation Memorandum")".

 

EXTRAORDINARY RESOLUTION IN RESPECT OF THE COMPENSATION ACCOUNT RESTRICTED CASH RELEASE WAIVER OF THE £300,000,000 3.5 per cent. Class A Guaranteed Unwrapped Bonds due 25 February 2028

 

"THAT THIS MEETING (the "Meeting") of the holders of £300,000,000 3.5 per cent. Class A Guaranteed Unwrapped Bonds due 25 February 2028 (the "Bondholders") guaranteed by Thames Water Utilities Holdings Limited and Thames Water Utilities Limited (each a "Guarantor" and together, the "Guarantors"), issued by Thames Water Utilities Finance plc (the "Issuer") and constituted by a trust deed originally dated 30 August 2007, as amended and restated or supplemented from time to time (the "Bond Trust Deed"), between, amongst others, the Issuer and Deutsche Trustee Company Limited (the "Bond Trustee"), by Extraordinary Resolution (as defined in the Bond Trust Deed) HEREBY:

(1)        sanctions and approves the STID Proposal in respect of the Compensation Account Restricted Cash Release Waiver from TWUL dated 25 October 2024 to which this Extraordinary Resolution relates (the "Compensation Account Restricted Cash Release Waiver STID Proposal") and the Waiver Letter (as defined in the STID Proposal) insofar as it relates to the Compensation Account Restricted Cash Release Waiver STID Proposal, which is defined and described in the Solicitation Memorandum (as defined below);

(2)        assents to and authorises, directs, requests and empowers the Bond Trustee to (i) vote in favour of the Compensation Account Restricted Cash Release Waiver STID Proposal, (ii) to direct the Security Trustee to execute the Waiver Letter insofar as it relates to the Compensation Account Restricted Cash Release Waiver STID Proposal, and (iii) take all other actions including executing any other documents necessary, desirable or expedient to implement the Compensation Account Restricted Cash Release Waiver STID Proposal and the waiver proposed in such STID Proposal;

(3)        waives any claim Bondholders may have against the Bond Trustee or Security Trustee as a result of any liability they may suffer or incur as a result of acting upon this Extraordinary Resolution and its implementation (including but not limited to circumstances where it is subsequently found that this Extraordinary Resolution is not valid or binding);

(4)        holds harmless, discharges and exonerates and (to the extent permitted or not restricted under the laws and regulations applicable to it) indemnifies the Bond Trustee and the Security Trustee from and against all liability for which it may have become or may become liable as a result of acting in accordance with this Extraordinary Resolution under the Bonds, the Finance Documents or otherwise in respect of any act or omission, including, without limitation, in connection with this Extraordinary Resolution or its implementation, such waivers or modifications in the Waiver Letter or the implementation thereof;

(5)        sanctions and assents to every abrogation, amendment, modification, compromise or arrangement in respect of the rights of the Bondholders against the Issuer or the relevant Guarantors or against any of their property whether such rights shall arise under the Bonds, the Finance Documents or otherwise involved in or resulting from the Compensation Account Restricted Cash Release Waiver STID Proposal, this Extraordinary Resolution, the Waiver Letter, or their implementation and/or the waivers and modifications to the Bonds, the Finance Documents or otherwise (in each case, in accordance with the terms of the Compensation Account Restricted Cash Release Waiver STID Proposal and the Waiver Letter) or their implementation;

(6)        approves that the Bond Trustee be and is hereby authorised and instructed not to obtain any legal opinions in relation to, or to enquire into the power and the capacity of any person to enter into the Waiver Letter or any other waivers to the Finance Documents of the due execution and delivery thereof by any party thereto or the validity and enforceability thereof; and

(7)        acknowledges that the approval of the Compensation Account Restricted Cash Release Waiver STID Proposal is not conditional on the approval of the other STID Proposals.

Unless the context otherwise requires, capitalised terms used in this Extraordinary Resolution shall bear the meanings given to them in the Bond Trust Deed or, as applicable, the Solicitation Memorandum prepared by the Issuer and dated 25 October 2024 (the "Solicitation Memorandum")".

 

EXTRAORDINARY RESOLUTION IN RESPECT OF THE SEPTEMBER INTERIM ACCOUNTS WAIVER OF THE £300,000,000 3.5 per cent. Class A Guaranteed Unwrapped Bonds due 25 February 2028

 

"THAT THIS MEETING (the "Meeting") of the holders of £300,000,000 3.5 per cent. Class A Guaranteed Unwrapped Bonds due 25 February 2028 (the "Bondholders") guaranteed by Thames Water Utilities Holdings Limited and Thames Water Utilities Limited (each a "Guarantor" and together, the "Guarantors"), issued by Thames Water Utilities Finance plc (the "Issuer") and constituted by a trust deed originally dated 30 August 2007, as amended and restated or supplemented from time to time (the "Bond Trust Deed"), between, amongst others, the Issuer and Deutsche Trustee Company Limited (the "Bond Trustee"), by Extraordinary Resolution (as defined in the Bond Trust Deed) HEREBY:

(1)        sanctions and approves the STID Proposal in respect of the September Interim Accounts Waiver from TWUL dated 25 October 2024 to which this Extraordinary Resolution relates (the "September Interim Accounts Waiver STID Proposal") and the Waiver Letter (as defined in the STID Proposal) insofar as it relates to the September Interim Accounts Waiver STID Proposal, which is defined and described in the Solicitation Memorandum (as defined below);

(2)        assents to and authorises, directs, requests and empowers the Bond Trustee to (i) vote in favour of the September Interim Accounts Waiver STID Proposal, (ii) to direct the Security Trustee to execute the Waiver Letter insofar as it relates to the September Interim Accounts Waiver STID Proposal, and (iii) take all other actions including executing any other documents necessary, desirable or expedient to implement the September Interim Accounts Waiver STID Proposal and the waiver proposed in such STID Proposal;

(3)        waives any claim Bondholders may have against the Bond Trustee or Security Trustee as a result of any liability they may suffer or incur as a result of acting upon this Extraordinary Resolution and its implementation (including but not limited to circumstances where it is subsequently found that this Extraordinary Resolution is not valid or binding);

(4)        holds harmless, discharges and exonerates and (to the extent permitted or not restricted under the laws and regulations applicable to it) indemnifies the Bond Trustee and the Security Trustee from and against all liability for which it may have become or may become liable as a result of acting in accordance with this Extraordinary Resolution under the Bonds, the Finance Documents or otherwise in respect of any act or omission, including, without limitation, in connection with this Extraordinary Resolution or its implementation, such waivers or modifications in the Waiver Letter or the implementation thereof;

(5)        sanctions and assents to every abrogation, amendment, modification, compromise or arrangement in respect of the rights of the Bondholders against the Issuer or the relevant Guarantors or against any of their property whether such rights shall arise under the Bonds, the Finance Documents or otherwise involved in or resulting from the September Interim Accounts Waiver STID Proposal, this Extraordinary Resolution, the Waiver Letter, or their implementation and/or the waivers and modifications to the Bonds, the Finance Documents or otherwise (in each case, in accordance with the terms of the September Interim Accounts Waiver STID Proposal and the Waiver Letter) or their implementation;

(6)        approves that the Bond Trustee be and is hereby authorised and instructed not to obtain any legal opinions in relation to, or to enquire into the power and the capacity of any person to enter into the Waiver Letter or any other waivers to the Finance Documents of the due execution and delivery thereof by any party thereto or the validity and enforceability thereof; and

(7)        acknowledges that the approval of the September Interim Accounts Waiver STID Proposal is not conditional on the approval of the other STID Proposals.

Unless the context otherwise requires, capitalised terms used in this Extraordinary Resolution shall bear the meanings given to them in the Bond Trust Deed or, as applicable, the Solicitation Memorandum prepared by the Issuer and dated 25 October 2024 (the "Solicitation Memorandum")".

 

EXTRAORDINARY RESOLUTION IN RESPECT OF THE INTERIM RP LAUNCH WAIVER OF THE £330,000,000 6.75 per cent. Guaranteed Bonds due 16 November 2028

 

"THAT THIS MEETING (the "Meeting") of the holders of £330,000,000 6.75 per cent. Guaranteed Bonds due 16 November 2028 (the "Bondholders") guaranteed by Thames Water Utilities Holdings Limited and Thames Water Utilities Limited (each a "Guarantor" and together, the "Guarantors"), issued by Thames Water Utilities Finance plc (the "Issuer") and constituted by a trust deed originally dated 30 August 2007, as amended and restated or supplemented from time to time (the "Bond Trust Deed"), between, amongst others, the Issuer and Deutsche Trustee Company Limited (the "Bond Trustee"), by Extraordinary Resolution (as defined in the Bond Trust Deed) HEREBY:

(1)        sanctions and approves the STID Proposal in respect of the Interim RP Launch Waiver from TWUL dated 25 October 2024 to which this Extraordinary Resolution relates (the "Interim RP Launch Waiver STID Proposal") and the Waiver Letter (as defined in the STID Proposal) insofar as it relates to the Interim RP Launch Waiver STID Proposal, which is defined and described in the Solicitation Memorandum (as defined below);

(2)        assents to and authorises, directs, requests and empowers the Bond Trustee to (i) vote in favour of the Interim RP Launch Waiver STID Proposal, (ii) to direct the Security Trustee to execute the Waiver Letter insofar as it relates to the Interim RP Launch Waiver STID Proposal, and (iii) take all other actions including executing any other documents necessary, desirable or expedient to implement the Interim RP Launch Waiver STID Proposal and the waiver proposed in such STID Proposal;

(3)        waives any claim Bondholders may have against the Bond Trustee or Security Trustee as a result of any liability they may suffer or incur as a result of acting upon this Extraordinary Resolution and its implementation (including but not limited to circumstances where it is subsequently found that this Extraordinary Resolution is not valid or binding);

(4)        holds harmless, discharges and exonerates and (to the extent permitted or not restricted under the laws and regulations applicable to it) indemnifies the Bond Trustee and the Security Trustee from and against all liability for which it may have become or may become liable as a result of acting in accordance with this Extraordinary Resolution under the Bonds, the Finance Documents or otherwise in respect of any act or omission, including, without limitation, in connection with this Extraordinary Resolution or its implementation, such waivers or modifications in the Waiver Letter or the implementation thereof;

(5)        sanctions and assents to every abrogation, amendment, modification, compromise or arrangement in respect of the rights of the Bondholders against the Issuer or the relevant Guarantors or against any of their property whether such rights shall arise under the Bonds, the Finance Documents or otherwise involved in or resulting from the Interim RP Launch Waiver STID Proposal, this Extraordinary Resolution, the Waiver Letter, or their implementation and/or the waivers and modifications to the Bonds, the Finance Documents or otherwise (in each case, in accordance with the terms of the Interim RP Launch Waiver STID Proposal and the Waiver Letter) or their implementation;

(6)        approves that the Bond Trustee be and is hereby authorised and instructed not to obtain any legal opinions in relation to, or to enquire into the power and the capacity of any person to enter into the Waiver Letter or any other waivers to the Finance Documents of the due execution and delivery thereof by any party thereto or the validity and enforceability thereof; and

(7)        acknowledges that the approval of the Interim RP Launch Waiver STID Proposal is not conditional on the approval of the other STID Proposals.

Unless the context otherwise requires, capitalised terms used in this Extraordinary Resolution shall bear the meanings given to them in the Bond Trust Deed or, as applicable, the Solicitation Memorandum prepared by the Issuer and dated 25 October 2024 (the "Solicitation Memorandum")".

 

EXTRAORDINARY RESOLUTION IN RESPECT OF THE RESERVE ACCOUNT RESTRICTED CASH RELEASE WAIVER OF THE £330,000,000 6.75 per cent. Guaranteed Bonds due 16 November 2028

 

"THAT THIS MEETING (the "Meeting") of the holders of £330,000,000 6.75 per cent. Guaranteed Bonds due 16 November 2028 (the "Bondholders") guaranteed by Thames Water Utilities Holdings Limited and Thames Water Utilities Limited (each a "Guarantor" and together, the "Guarantors"), issued by Thames Water Utilities Finance plc (the "Issuer") and constituted by a trust deed originally dated 30 August 2007, as amended and restated or supplemented from time to time (the "Bond Trust Deed"), between, amongst others, the Issuer and Deutsche Trustee Company Limited (the "Bond Trustee"), by Extraordinary Resolution (as defined in the Bond Trust Deed) HEREBY:

(1)        sanctions and approves the STID Proposal in respect of the Reserve Account Restricted Cash Release Waiver from TWUL dated 25 October 2024 to which this Extraordinary Resolution relates (the "Reserve Account Restricted Cash Release Waiver STID Proposal") and the Waiver Letter (as defined in the STID Proposal) insofar as it relates to the Reserve Account Restricted Cash Release Waiver STID Proposal, which is defined and described in the Solicitation Memorandum (as defined below);

(2)        assents to and authorises, directs, requests and empowers the Bond Trustee to (i) vote in favour of the Reserve Account Restricted Cash Release Waiver STID Proposal, (ii) to direct the Security Trustee to execute the Waiver Letter insofar as it relates to the Reserve Account Restricted Cash Release Waiver STID Proposal, and (iii) take all other actions including executing any other documents necessary, desirable or expedient to implement the Reserve Account Restricted Cash Release Waiver STID Proposal and the waiver proposed in such STID Proposal;

(3)        waives any claim Bondholders may have against the Bond Trustee or Security Trustee as a result of any liability they may suffer or incur as a result of acting upon this Extraordinary Resolution and its implementation (including but not limited to circumstances where it is subsequently found that this Extraordinary Resolution is not valid or binding);

(4)        holds harmless, discharges and exonerates and (to the extent permitted or not restricted under the laws and regulations applicable to it) indemnifies the Bond Trustee and the Security Trustee from and against all liability for which it may have become or may become liable as a result of acting in accordance with this Extraordinary Resolution under the Bonds, the Finance Documents or otherwise in respect of any act or omission, including, without limitation, in connection with this Extraordinary Resolution or its implementation, such waivers or modifications in the Waiver Letter or the implementation thereof;

(5)        sanctions and assents to every abrogation, amendment, modification, compromise or arrangement in respect of the rights of the Bondholders against the Issuer or the relevant Guarantors or against any of their property whether such rights shall arise under the Bonds, the Finance Documents or otherwise involved in or resulting from the Reserve Account Restricted Cash Release Waiver STID Proposal, this Extraordinary Resolution, the Waiver Letter, or their implementation and/or the waivers and modifications to the Bonds, the Finance Documents or otherwise (in each case, in accordance with the terms of the Reserve Account Restricted Cash Release Waiver STID Proposal and the Waiver Letter) or their implementation;

(6)        approves that the Bond Trustee be and is hereby authorised and instructed not to obtain any legal opinions in relation to, or to enquire into the power and the capacity of any person to enter into the Waiver Letter or any other waivers to the Finance Documents of the due execution and delivery thereof by any party thereto or the validity and enforceability thereof; and

(7)        acknowledges that the approval of the Reserve Account Restricted Cash Release Waiver STID Proposal is not conditional on the approval of the other STID Proposals.

Unless the context otherwise requires, capitalised terms used in this Extraordinary Resolution shall bear the meanings given to them in the Bond Trust Deed or, as applicable, the Solicitation Memorandum prepared by the Issuer and dated 25 October 2024 (the "Solicitation Memorandum")".

 

EXTRAORDINARY RESOLUTION IN RESPECT OF THE COMPENSATION ACCOUNT RESTRICTED CASH RELEASE WAIVER OF THE £330,000,000 6.75 per cent. Guaranteed Bonds due 16 November 2028

 

"THAT THIS MEETING (the "Meeting") of the holders of £330,000,000 6.75 per cent. Guaranteed Bonds due 16 November 2028 (the "Bondholders") guaranteed by Thames Water Utilities Holdings Limited and Thames Water Utilities Limited (each a "Guarantor" and together, the "Guarantors"), issued by Thames Water Utilities Finance plc (the "Issuer") and constituted by a trust deed originally dated 30 August 2007, as amended and restated or supplemented from time to time (the "Bond Trust Deed"), between, amongst others, the Issuer and Deutsche Trustee Company Limited (the "Bond Trustee"), by Extraordinary Resolution (as defined in the Bond Trust Deed) HEREBY:

(1)        sanctions and approves the STID Proposal in respect of the Compensation Account Restricted Cash Release Waiver from TWUL dated 25 October 2024 to which this Extraordinary Resolution relates (the "Compensation Account Restricted Cash Release Waiver STID Proposal") and the Waiver Letter (as defined in the STID Proposal) insofar as it relates to the Compensation Account Restricted Cash Release Waiver STID Proposal, which is defined and described in the Solicitation Memorandum (as defined below);

(2)        assents to and authorises, directs, requests and empowers the Bond Trustee to (i) vote in favour of the Compensation Account Restricted Cash Release Waiver STID Proposal, (ii) to direct the Security Trustee to execute the Waiver Letter insofar as it relates to the Compensation Account Restricted Cash Release Waiver STID Proposal, and (iii) take all other actions including executing any other documents necessary, desirable or expedient to implement the Compensation Account Restricted Cash Release Waiver STID Proposal and the waiver proposed in such STID Proposal;

(3)        waives any claim Bondholders may have against the Bond Trustee or Security Trustee as a result of any liability they may suffer or incur as a result of acting upon this Extraordinary Resolution and its implementation (including but not limited to circumstances where it is subsequently found that this Extraordinary Resolution is not valid or binding);

(4)        holds harmless, discharges and exonerates and (to the extent permitted or not restricted under the laws and regulations applicable to it) indemnifies the Bond Trustee and the Security Trustee from and against all liability for which it may have become or may become liable as a result of acting in accordance with this Extraordinary Resolution under the Bonds, the Finance Documents or otherwise in respect of any act or omission, including, without limitation, in connection with this Extraordinary Resolution or its implementation, such waivers or modifications in the Waiver Letter or the implementation thereof;

(5)        sanctions and assents to every abrogation, amendment, modification, compromise or arrangement in respect of the rights of the Bondholders against the Issuer or the relevant Guarantors or against any of their property whether such rights shall arise under the Bonds, the Finance Documents or otherwise involved in or resulting from the Compensation Account Restricted Cash Release Waiver STID Proposal, this Extraordinary Resolution, the Waiver Letter, or their implementation and/or the waivers and modifications to the Bonds, the Finance Documents or otherwise (in each case, in accordance with the terms of the Compensation Account Restricted Cash Release Waiver STID Proposal and the Waiver Letter) or their implementation;

(6)        approves that the Bond Trustee be and is hereby authorised and instructed not to obtain any legal opinions in relation to, or to enquire into the power and the capacity of any person to enter into the Waiver Letter or any other waivers to the Finance Documents of the due execution and delivery thereof by any party thereto or the validity and enforceability thereof; and

(7)        acknowledges that the approval of the Compensation Account Restricted Cash Release Waiver STID Proposal is not conditional on the approval of the other STID Proposals.

Unless the context otherwise requires, capitalised terms used in this Extraordinary Resolution shall bear the meanings given to them in the Bond Trust Deed or, as applicable, the Solicitation Memorandum prepared by the Issuer and dated 25 October 2024 (the "Solicitation Memorandum")".

 

EXTRAORDINARY RESOLUTION IN RESPECT OF THE SEPTEMBER INTERIM ACCOUNTS WAIVER OF THE £330,000,000 6.75 per cent. Guaranteed Bonds due 16 November 2028

 

"THAT THIS MEETING (the "Meeting") of the holders of £330,000,000 6.75 per cent. Guaranteed Bonds due 16 November 2028 (the "Bondholders") guaranteed by Thames Water Utilities Holdings Limited and Thames Water Utilities Limited (each a "Guarantor" and together, the "Guarantors"), issued by Thames Water Utilities Finance plc (the "Issuer") and constituted by a trust deed originally dated 30 August 2007, as amended and restated or supplemented from time to time (the "Bond Trust Deed"), between, amongst others, the Issuer and Deutsche Trustee Company Limited (the "Bond Trustee"), by Extraordinary Resolution (as defined in the Bond Trust Deed) HEREBY:

(1)        sanctions and approves the STID Proposal in respect of the September Interim Accounts Waiver from TWUL dated 25 October 2024 to which this Extraordinary Resolution relates (the "September Interim Accounts Waiver STID Proposal") and the Waiver Letter (as defined in the STID Proposal) insofar as it relates to the September Interim Accounts Waiver STID Proposal, which is defined and described in the Solicitation Memorandum (as defined below);

(2)        assents to and authorises, directs, requests and empowers the Bond Trustee to (i) vote in favour of the September Interim Accounts Waiver STID Proposal, (ii) to direct the Security Trustee to execute the Waiver Letter insofar as it relates to the September Interim Accounts Waiver STID Proposal, and (iii) take all other actions including executing any other documents necessary, desirable or expedient to implement the September Interim Accounts Waiver STID Proposal and the waiver proposed in such STID Proposal;

(3)        waives any claim Bondholders may have against the Bond Trustee or Security Trustee as a result of any liability they may suffer or incur as a result of acting upon this Extraordinary Resolution and its implementation (including but not limited to circumstances where it is subsequently found that this Extraordinary Resolution is not valid or binding);

(4)        holds harmless, discharges and exonerates and (to the extent permitted or not restricted under the laws and regulations applicable to it) indemnifies the Bond Trustee and the Security Trustee from and against all liability for which it may have become or may become liable as a result of acting in accordance with this Extraordinary Resolution under the Bonds, the Finance Documents or otherwise in respect of any act or omission, including, without limitation, in connection with this Extraordinary Resolution or its implementation, such waivers or modifications in the Waiver Letter or the implementation thereof;

(5)        sanctions and assents to every abrogation, amendment, modification, compromise or arrangement in respect of the rights of the Bondholders against the Issuer or the relevant Guarantors or against any of their property whether such rights shall arise under the Bonds, the Finance Documents or otherwise involved in or resulting from the September Interim Accounts Waiver STID Proposal, this Extraordinary Resolution, the Waiver Letter, or their implementation and/or the waivers and modifications to the Bonds, the Finance Documents or otherwise (in each case, in accordance with the terms of the September Interim Accounts Waiver STID Proposal and the Waiver Letter) or their implementation;

(6)        approves that the Bond Trustee be and is hereby authorised and instructed not to obtain any legal opinions in relation to, or to enquire into the power and the capacity of any person to enter into the Waiver Letter or any other waivers to the Finance Documents of the due execution and delivery thereof by any party thereto or the validity and enforceability thereof; and

(7)        acknowledges that the approval of the September Interim Accounts Waiver STID Proposal is not conditional on the approval of the other STID Proposals.

Unless the context otherwise requires, capitalised terms used in this Extraordinary Resolution shall bear the meanings given to them in the Bond Trust Deed or, as applicable, the Solicitation Memorandum prepared by the Issuer and dated 25 October 2024 (the "Solicitation Memorandum")".

 

EXTRAORDINARY RESOLUTION IN RESPECT OF THE INTERIM RP LAUNCH WAIVER OF THE US$57,000,000 2.06 per cent. Class A Guaranteed Unwrapped Bonds due 12 November 2030

 

"THAT THIS MEETING (the "Meeting") of the holders of US$57,000,000 2.06 per cent. Class A Guaranteed Unwrapped Bonds due 12 November 2030 (the "Bondholders") guaranteed by Thames Water Utilities Holdings Limited and Thames Water Utilities Limited (each a "Guarantor" and together, the "Guarantors"), issued by Thames Water Utilities Finance plc (the "Issuer") and constituted by a trust deed originally dated 30 August 2007, as amended and restated or supplemented from time to time (the "Bond Trust Deed"), between, amongst others, the Issuer and Deutsche Trustee Company Limited (the "Bond Trustee"), by Extraordinary Resolution (as defined in the Bond Trust Deed) HEREBY:

(1)        sanctions and approves the STID Proposal in respect of the Interim RP Launch Waiver from TWUL dated 25 October 2024 to which this Extraordinary Resolution relates (the "Interim RP Launch Waiver STID Proposal") and the Waiver Letter (as defined in the STID Proposal) insofar as it relates to the Interim RP Launch Waiver STID Proposal, which is defined and described in the Solicitation Memorandum (as defined below);

(2)        assents to and authorises, directs, requests and empowers the Bond Trustee to (i) vote in favour of the Interim RP Launch Waiver STID Proposal, (ii) to direct the Security Trustee to execute the Waiver Letter insofar as it relates to the Interim RP Launch Waiver STID Proposal, and (iii) take all other actions including executing any other documents necessary, desirable or expedient to implement the Interim RP Launch Waiver STID Proposal and the waiver proposed in such STID Proposal;

(3)        waives any claim Bondholders may have against the Bond Trustee or Security Trustee as a result of any liability they may suffer or incur as a result of acting upon this Extraordinary Resolution and its implementation (including but not limited to circumstances where it is subsequently found that this Extraordinary Resolution is not valid or binding);

(4)        holds harmless, discharges and exonerates and (to the extent permitted or not restricted under the laws and regulations applicable to it) indemnifies the Bond Trustee and the Security Trustee from and against all liability for which it may have become or may become liable as a result of acting in accordance with this Extraordinary Resolution under the Bonds, the Finance Documents or otherwise in respect of any act or omission, including, without limitation, in connection with this Extraordinary Resolution or its implementation, such waivers or modifications in the Waiver Letter or the implementation thereof;

(5)        sanctions and assents to every abrogation, amendment, modification, compromise or arrangement in respect of the rights of the Bondholders against the Issuer or the relevant Guarantors or against any of their property whether such rights shall arise under the Bonds, the Finance Documents or otherwise involved in or resulting from the Interim RP Launch Waiver STID Proposal, this Extraordinary Resolution, the Waiver Letter, or their implementation and/or the waivers and modifications to the Bonds, the Finance Documents or otherwise (in each case, in accordance with the terms of the Interim RP Launch Waiver STID Proposal and the Waiver Letter) or their implementation;

(6)        approves that the Bond Trustee be and is hereby authorised and instructed not to obtain any legal opinions in relation to, or to enquire into the power and the capacity of any person to enter into the Waiver Letter or any other waivers to the Finance Documents of the due execution and delivery thereof by any party thereto or the validity and enforceability thereof; and

(7)        acknowledges that the approval of the Interim RP Launch Waiver STID Proposal is not conditional on the approval of the other STID Proposals.

Unless the context otherwise requires, capitalised terms used in this Extraordinary Resolution shall bear the meanings given to them in the Bond Trust Deed or, as applicable, the Solicitation Memorandum prepared by the Issuer and dated 25 October 2024 (the "Solicitation Memorandum")".

 

EXTRAORDINARY RESOLUTION IN RESPECT OF THE RESERVE ACCOUNT RESTRICTED CASH RELEASE WAIVER OF THE US$57,000,000 2.06 per cent. Class A Guaranteed Unwrapped Bonds due 12 November 2030

 

"THAT THIS MEETING (the "Meeting") of the holders of US$57,000,000 2.06 per cent. Class A Guaranteed Unwrapped Bonds due 12 November 2030 (the "Bondholders") guaranteed by Thames Water Utilities Holdings Limited and Thames Water Utilities Limited (each a "Guarantor" and together, the "Guarantors"), issued by Thames Water Utilities Finance plc (the "Issuer") and constituted by a trust deed originally dated 30 August 2007, as amended and restated or supplemented from time to time (the "Bond Trust Deed"), between, amongst others, the Issuer and Deutsche Trustee Company Limited (the "Bond Trustee"), by Extraordinary Resolution (as defined in the Bond Trust Deed) HEREBY:

(1)        sanctions and approves the STID Proposal in respect of the Reserve Account Restricted Cash Release Waiver from TWUL dated 25 October 2024 to which this Extraordinary Resolution relates (the "Reserve Account Restricted Cash Release Waiver STID Proposal") and the Waiver Letter (as defined in the STID Proposal) insofar as it relates to the Reserve Account Restricted Cash Release Waiver STID Proposal, which is defined and described in the Solicitation Memorandum (as defined below);

(2)        assents to and authorises, directs, requests and empowers the Bond Trustee to (i) vote in favour of the Reserve Account Restricted Cash Release Waiver STID Proposal, (ii) to direct the Security Trustee to execute the Waiver Letter insofar as it relates to the Reserve Account Restricted Cash Release Waiver STID Proposal, and (iii) take all other actions including executing any other documents necessary, desirable or expedient to implement the Reserve Account Restricted Cash Release Waiver STID Proposal and the waiver proposed in such STID Proposal;

(3)        waives any claim Bondholders may have against the Bond Trustee or Security Trustee as a result of any liability they may suffer or incur as a result of acting upon this Extraordinary Resolution and its implementation (including but not limited to circumstances where it is subsequently found that this Extraordinary Resolution is not valid or binding);

(4)        holds harmless, discharges and exonerates and (to the extent permitted or not restricted under the laws and regulations applicable to it) indemnifies the Bond Trustee and the Security Trustee from and against all liability for which it may have become or may become liable as a result of acting in accordance with this Extraordinary Resolution under the Bonds, the Finance Documents or otherwise in respect of any act or omission, including, without limitation, in connection with this Extraordinary Resolution or its implementation, such waivers or modifications in the Waiver Letter or the implementation thereof;

(5)        sanctions and assents to every abrogation, amendment, modification, compromise or arrangement in respect of the rights of the Bondholders against the Issuer or the relevant Guarantors or against any of their property whether such rights shall arise under the Bonds, the Finance Documents or otherwise involved in or resulting from the Reserve Account Restricted Cash Release Waiver STID Proposal, this Extraordinary Resolution, the Waiver Letter, or their implementation and/or the waivers and modifications to the Bonds, the Finance Documents or otherwise (in each case, in accordance with the terms of the Reserve Account Restricted Cash Release Waiver STID Proposal and the Waiver Letter) or their implementation;

(6)        approves that the Bond Trustee be and is hereby authorised and instructed not to obtain any legal opinions in relation to, or to enquire into the power and the capacity of any person to enter into the Waiver Letter or any other waivers to the Finance Documents of the due execution and delivery thereof by any party thereto or the validity and enforceability thereof; and

(7)        acknowledges that the approval of the Reserve Account Restricted Cash Release Waiver STID Proposal is not conditional on the approval of the other STID Proposals.

Unless the context otherwise requires, capitalised terms used in this Extraordinary Resolution shall bear the meanings given to them in the Bond Trust Deed or, as applicable, the Solicitation Memorandum prepared by the Issuer and dated 25 October 2024 (the "Solicitation Memorandum")".

 

EXTRAORDINARY RESOLUTION IN RESPECT OF THE COMPENSATION ACCOUNT RESTRICTED CASH RELEASE WAIVER OF THE US$57,000,000 2.06 per cent. Class A Guaranteed Unwrapped Bonds due 12 November 2030

 

"THAT THIS MEETING (the "Meeting") of the holders of US$57,000,000 2.06 per cent. Class A Guaranteed Unwrapped Bonds due 12 November 2030 (the "Bondholders") guaranteed by Thames Water Utilities Holdings Limited and Thames Water Utilities Limited (each a "Guarantor" and together, the "Guarantors"), issued by Thames Water Utilities Finance plc (the "Issuer") and constituted by a trust deed originally dated 30 August 2007, as amended and restated or supplemented from time to time (the "Bond Trust Deed"), between, amongst others, the Issuer and Deutsche Trustee Company Limited (the "Bond Trustee"), by Extraordinary Resolution (as defined in the Bond Trust Deed) HEREBY:

(1)        sanctions and approves the STID Proposal in respect of the Compensation Account Restricted Cash Release Waiver from TWUL dated 25 October 2024 to which this Extraordinary Resolution relates (the "Compensation Account Restricted Cash Release Waiver STID Proposal") and the Waiver Letter (as defined in the STID Proposal) insofar as it relates to the Compensation Account Restricted Cash Release Waiver STID Proposal, which is defined and described in the Solicitation Memorandum (as defined below);

(2)        assents to and authorises, directs, requests and empowers the Bond Trustee to (i) vote in favour of the Compensation Account Restricted Cash Release Waiver STID Proposal, (ii) to direct the Security Trustee to execute the Waiver Letter insofar as it relates to the Compensation Account Restricted Cash Release Waiver STID Proposal, and (iii) take all other actions including executing any other documents necessary, desirable or expedient to implement the Compensation Account Restricted Cash Release Waiver STID Proposal and the waiver proposed in such STID Proposal;

(3)        waives any claim Bondholders may have against the Bond Trustee or Security Trustee as a result of any liability they may suffer or incur as a result of acting upon this Extraordinary Resolution and its implementation (including but not limited to circumstances where it is subsequently found that this Extraordinary Resolution is not valid or binding);

(4)        holds harmless, discharges and exonerates and (to the extent permitted or not restricted under the laws and regulations applicable to it) indemnifies the Bond Trustee and the Security Trustee from and against all liability for which it may have become or may become liable as a result of acting in accordance with this Extraordinary Resolution under the Bonds, the Finance Documents or otherwise in respect of any act or omission, including, without limitation, in connection with this Extraordinary Resolution or its implementation, such waivers or modifications in the Waiver Letter or the implementation thereof;

(5)        sanctions and assents to every abrogation, amendment, modification, compromise or arrangement in respect of the rights of the Bondholders against the Issuer or the relevant Guarantors or against any of their property whether such rights shall arise under the Bonds, the Finance Documents or otherwise involved in or resulting from the Compensation Account Restricted Cash Release Waiver STID Proposal, this Extraordinary Resolution, the Waiver Letter, or their implementation and/or the waivers and modifications to the Bonds, the Finance Documents or otherwise (in each case, in accordance with the terms of the Compensation Account Restricted Cash Release Waiver STID Proposal and the Waiver Letter) or their implementation;

(6)        approves that the Bond Trustee be and is hereby authorised and instructed not to obtain any legal opinions in relation to, or to enquire into the power and the capacity of any person to enter into the Waiver Letter or any other waivers to the Finance Documents of the due execution and delivery thereof by any party thereto or the validity and enforceability thereof; and

(7)        acknowledges that the approval of the Compensation Account Restricted Cash Release Waiver STID Proposal is not conditional on the approval of the other STID Proposals.

Unless the context otherwise requires, capitalised terms used in this Extraordinary Resolution shall bear the meanings given to them in the Bond Trust Deed or, as applicable, the Solicitation Memorandum prepared by the Issuer and dated 25 October 2024 (the "Solicitation Memorandum")".

 

EXTRAORDINARY RESOLUTION IN RESPECT OF THE SEPTEMBER INTERIM ACCOUNTS WAIVER OF THE US$57,000,000 2.06 per cent. Class A Guaranteed Unwrapped Bonds due 12 November 2030

 

"THAT THIS MEETING (the "Meeting") of the holders of US$57,000,000 2.06 per cent. Class A Guaranteed Unwrapped Bonds due 12 November 2030 (the "Bondholders") guaranteed by Thames Water Utilities Holdings Limited and Thames Water Utilities Limited (each a "Guarantor" and together, the "Guarantors"), issued by Thames Water Utilities Finance plc (the "Issuer") and constituted by a trust deed originally dated 30 August 2007, as amended and restated or supplemented from time to time (the "Bond Trust Deed"), between, amongst others, the Issuer and Deutsche Trustee Company Limited (the "Bond Trustee"), by Extraordinary Resolution (as defined in the Bond Trust Deed) HEREBY:

(1)        sanctions and approves the STID Proposal in respect of the September Interim Accounts Waiver from TWUL dated 25 October 2024 to which this Extraordinary Resolution relates (the "September Interim Accounts Waiver STID Proposal") and the Waiver Letter (as defined in the STID Proposal) insofar as it relates to the September Interim Accounts Waiver STID Proposal, which is defined and described in the Solicitation Memorandum (as defined below);

(2)        assents to and authorises, directs, requests and empowers the Bond Trustee to (i) vote in favour of the September Interim Accounts Waiver STID Proposal, (ii) to direct the Security Trustee to execute the Waiver Letter insofar as it relates to the September Interim Accounts Waiver STID Proposal, and (iii) take all other actions including executing any other documents necessary, desirable or expedient to implement the September Interim Accounts Waiver STID Proposal and the waiver proposed in such STID Proposal;

(3)        waives any claim Bondholders may have against the Bond Trustee or Security Trustee as a result of any liability they may suffer or incur as a result of acting upon this Extraordinary Resolution and its implementation (including but not limited to circumstances where it is subsequently found that this Extraordinary Resolution is not valid or binding);

(4)        holds harmless, discharges and exonerates and (to the extent permitted or not restricted under the laws and regulations applicable to it) indemnifies the Bond Trustee and the Security Trustee from and against all liability for which it may have become or may become liable as a result of acting in accordance with this Extraordinary Resolution under the Bonds, the Finance Documents or otherwise in respect of any act or omission, including, without limitation, in connection with this Extraordinary Resolution or its implementation, such waivers or modifications in the Waiver Letter or the implementation thereof;

(5)        sanctions and assents to every abrogation, amendment, modification, compromise or arrangement in respect of the rights of the Bondholders against the Issuer or the relevant Guarantors or against any of their property whether such rights shall arise under the Bonds, the Finance Documents or otherwise involved in or resulting from the September Interim Accounts Waiver STID Proposal, this Extraordinary Resolution, the Waiver Letter, or their implementation and/or the waivers and modifications to the Bonds, the Finance Documents or otherwise (in each case, in accordance with the terms of the September Interim Accounts Waiver STID Proposal and the Waiver Letter) or their implementation;

(6)        approves that the Bond Trustee be and is hereby authorised and instructed not to obtain any legal opinions in relation to, or to enquire into the power and the capacity of any person to enter into the Waiver Letter or any other waivers to the Finance Documents of the due execution and delivery thereof by any party thereto or the validity and enforceability thereof; and

(7)        acknowledges that the approval of the September Interim Accounts Waiver STID Proposal is not conditional on the approval of the other STID Proposals.

Unless the context otherwise requires, capitalised terms used in this Extraordinary Resolution shall bear the meanings given to them in the Bond Trust Deed or, as applicable, the Solicitation Memorandum prepared by the Issuer and dated 25 October 2024 (the "Solicitation Memorandum")".

 

EXTRAORDINARY RESOLUTION IN RESPECT OF THE INTERIM RP LAUNCH WAIVER OF THE €1,000,000,000 4.375 per cent. Class A Green Unwrapped Bonds due 18 January 2031

 

"THAT THIS MEETING (the "Meeting") of the holders of €1,000,000,000 4.375 per cent. Class A Green Unwrapped Bonds due 18 January 2031 (the "Bondholders") guaranteed by Thames Water Utilities Holdings Limited and Thames Water Utilities Limited (each a "Guarantor" and together, the "Guarantors"), issued by Thames Water Utilities Finance plc (the "Issuer") and constituted by a trust deed originally dated 30 August 2007, as amended and restated or supplemented from time to time (the "Bond Trust Deed"), between, amongst others, the Issuer and Deutsche Trustee Company Limited (the "Bond Trustee"), by Extraordinary Resolution (as defined in the Bond Trust Deed) HEREBY:

(1)        sanctions and approves the STID Proposal in respect of the Interim RP Launch Waiver from TWUL dated 25 October 2024 to which this Extraordinary Resolution relates (the "Interim RP Launch Waiver STID Proposal") and the Waiver Letter (as defined in the STID Proposal) insofar as it relates to the Interim RP Launch Waiver STID Proposal, which is defined and described in the Solicitation Memorandum (as defined below);

(2)        assents to and authorises, directs, requests and empowers the Bond Trustee to (i) vote in favour of the Interim RP Launch Waiver STID Proposal, (ii) to direct the Security Trustee to execute the Waiver Letter insofar as it relates to the Interim RP Launch Waiver STID Proposal, and (iii) take all other actions including executing any other documents necessary, desirable or expedient to implement the Interim RP Launch Waiver STID Proposal and the waiver proposed in such STID Proposal;

(3)        waives any claim Bondholders may have against the Bond Trustee or Security Trustee as a result of any liability they may suffer or incur as a result of acting upon this Extraordinary Resolution and its implementation (including but not limited to circumstances where it is subsequently found that this Extraordinary Resolution is not valid or binding);

(4)        holds harmless, discharges and exonerates and (to the extent permitted or not restricted under the laws and regulations applicable to it) indemnifies the Bond Trustee and the Security Trustee from and against all liability for which it may have become or may become liable as a result of acting in accordance with this Extraordinary Resolution under the Bonds, the Finance Documents or otherwise in respect of any act or omission, including, without limitation, in connection with this Extraordinary Resolution or its implementation, such waivers or modifications in the Waiver Letter or the implementation thereof;

(5)        sanctions and assents to every abrogation, amendment, modification, compromise or arrangement in respect of the rights of the Bondholders against the Issuer or the relevant Guarantors or against any of their property whether such rights shall arise under the Bonds, the Finance Documents or otherwise involved in or resulting from the Interim RP Launch Waiver STID Proposal, this Extraordinary Resolution, the Waiver Letter, or their implementation and/or the waivers and modifications to the Bonds, the Finance Documents or otherwise (in each case, in accordance with the terms of the Interim RP Launch Waiver STID Proposal and the Waiver Letter) or their implementation;

(6)        approves that the Bond Trustee be and is hereby authorised and instructed not to obtain any legal opinions in relation to, or to enquire into the power and the capacity of any person to enter into the Waiver Letter or any other waivers to the Finance Documents of the due execution and delivery thereof by any party thereto or the validity and enforceability thereof; and

(7)        acknowledges that the approval of the Interim RP Launch Waiver STID Proposal is not conditional on the approval of the other STID Proposals.

Unless the context otherwise requires, capitalised terms used in this Extraordinary Resolution shall bear the meanings given to them in the Bond Trust Deed or, as applicable, the Solicitation Memorandum prepared by the Issuer and dated 25 October 2024 (the "Solicitation Memorandum")".

 

EXTRAORDINARY RESOLUTION IN RESPECT OF THE RESERVE ACCOUNT RESTRICTED CASH RELEASE WAIVER OF THE €1,000,000,000 4.375 per cent. Class A Green Unwrapped Bonds due 18 January 2031

 

"THAT THIS MEETING (the "Meeting") of the holders of €1,000,000,000 4.375 per cent. Class A Green Unwrapped Bonds due 18 January 2031 (the "Bondholders") guaranteed by Thames Water Utilities Holdings Limited and Thames Water Utilities Limited (each a "Guarantor" and together, the "Guarantors"), issued by Thames Water Utilities Finance plc (the "Issuer") and constituted by a trust deed originally dated 30 August 2007, as amended and restated or supplemented from time to time (the "Bond Trust Deed"), between, amongst others, the Issuer and Deutsche Trustee Company Limited (the "Bond Trustee"), by Extraordinary Resolution (as defined in the Bond Trust Deed) HEREBY:

(1)        sanctions and approves the STID Proposal in respect of the Reserve Account Restricted Cash Release Waiver from TWUL dated 25 October 2024 to which this Extraordinary Resolution relates (the "Reserve Account Restricted Cash Release Waiver STID Proposal") and the Waiver Letter (as defined in the STID Proposal) insofar as it relates to the Reserve Account Restricted Cash Release Waiver STID Proposal, which is defined and described in the Solicitation Memorandum (as defined below);

(2)        assents to and authorises, directs, requests and empowers the Bond Trustee to (i) vote in favour of the Reserve Account Restricted Cash Release Waiver STID Proposal, (ii) to direct the Security Trustee to execute the Waiver Letter insofar as it relates to the Reserve Account Restricted Cash Release Waiver STID Proposal, and (iii) take all other actions including executing any other documents necessary, desirable or expedient to implement the Reserve Account Restricted Cash Release Waiver STID Proposal and the waiver proposed in such STID Proposal;

(3)        waives any claim Bondholders may have against the Bond Trustee or Security Trustee as a result of any liability they may suffer or incur as a result of acting upon this Extraordinary Resolution and its implementation (including but not limited to circumstances where it is subsequently found that this Extraordinary Resolution is not valid or binding);

(4)        holds harmless, discharges and exonerates and (to the extent permitted or not restricted under the laws and regulations applicable to it) indemnifies the Bond Trustee and the Security Trustee from and against all liability for which it may have become or may become liable as a result of acting in accordance with this Extraordinary Resolution under the Bonds, the Finance Documents or otherwise in respect of any act or omission, including, without limitation, in connection with this Extraordinary Resolution or its implementation, such waivers or modifications in the Waiver Letter or the implementation thereof;

(5)        sanctions and assents to every abrogation, amendment, modification, compromise or arrangement in respect of the rights of the Bondholders against the Issuer or the relevant Guarantors or against any of their property whether such rights shall arise under the Bonds, the Finance Documents or otherwise involved in or resulting from the Reserve Account Restricted Cash Release Waiver STID Proposal, this Extraordinary Resolution, the Waiver Letter, or their implementation and/or the waivers and modifications to the Bonds, the Finance Documents or otherwise (in each case, in accordance with the terms of the Reserve Account Restricted Cash Release Waiver STID Proposal and the Waiver Letter) or their implementation;

(6)        approves that the Bond Trustee be and is hereby authorised and instructed not to obtain any legal opinions in relation to, or to enquire into the power and the capacity of any person to enter into the Waiver Letter or any other waivers to the Finance Documents of the due execution and delivery thereof by any party thereto or the validity and enforceability thereof; and

(7)        acknowledges that the approval of the Reserve Account Restricted Cash Release Waiver STID Proposal is not conditional on the approval of the other STID Proposals.

Unless the context otherwise requires, capitalised terms used in this Extraordinary Resolution shall bear the meanings given to them in the Bond Trust Deed or, as applicable, the Solicitation Memorandum prepared by the Issuer and dated 25 October 2024 (the "Solicitation Memorandum")".

 

EXTRAORDINARY RESOLUTION IN RESPECT OF THE COMPENSATION ACCOUNT RESTRICTED CASH RELEASE WAIVER OF THE €1,000,000,000 4.375 per cent. Class A Green Unwrapped Bonds due 18 January 2031

 

"THAT THIS MEETING (the "Meeting") of the holders of €1,000,000,000 4.375 per cent. Class A Green Unwrapped Bonds due 18 January 2031 (the "Bondholders") guaranteed by Thames Water Utilities Holdings Limited and Thames Water Utilities Limited (each a "Guarantor" and together, the "Guarantors"), issued by Thames Water Utilities Finance plc (the "Issuer") and constituted by a trust deed originally dated 30 August 2007, as amended and restated or supplemented from time to time (the "Bond Trust Deed"), between, amongst others, the Issuer and Deutsche Trustee Company Limited (the "Bond Trustee"), by Extraordinary Resolution (as defined in the Bond Trust Deed) HEREBY:

(1)        sanctions and approves the STID Proposal in respect of the Compensation Account Restricted Cash Release Waiver from TWUL dated 25 October 2024 to which this Extraordinary Resolution relates (the "Compensation Account Restricted Cash Release Waiver STID Proposal") and the Waiver Letter (as defined in the STID Proposal) insofar as it relates to the Compensation Account Restricted Cash Release Waiver STID Proposal, which is defined and described in the Solicitation Memorandum (as defined below);

(2)        assents to and authorises, directs, requests and empowers the Bond Trustee to (i) vote in favour of the Compensation Account Restricted Cash Release Waiver STID Proposal, (ii) to direct the Security Trustee to execute the Waiver Letter insofar as it relates to the Compensation Account Restricted Cash Release Waiver STID Proposal, and (iii) take all other actions including executing any other documents necessary, desirable or expedient to implement the Compensation Account Restricted Cash Release Waiver STID Proposal and the waiver proposed in such STID Proposal;

(3)        waives any claim Bondholders may have against the Bond Trustee or Security Trustee as a result of any liability they may suffer or incur as a result of acting upon this Extraordinary Resolution and its implementation (including but not limited to circumstances where it is subsequently found that this Extraordinary Resolution is not valid or binding);

(4)        holds harmless, discharges and exonerates and (to the extent permitted or not restricted under the laws and regulations applicable to it) indemnifies the Bond Trustee and the Security Trustee from and against all liability for which it may have become or may become liable as a result of acting in accordance with this Extraordinary Resolution under the Bonds, the Finance Documents or otherwise in respect of any act or omission, including, without limitation, in connection with this Extraordinary Resolution or its implementation, such waivers or modifications in the Waiver Letter or the implementation thereof;

(5)        sanctions and assents to every abrogation, amendment, modification, compromise or arrangement in respect of the rights of the Bondholders against the Issuer or the relevant Guarantors or against any of their property whether such rights shall arise under the Bonds, the Finance Documents or otherwise involved in or resulting from the Compensation Account Restricted Cash Release Waiver STID Proposal, this Extraordinary Resolution, the Waiver Letter, or their implementation and/or the waivers and modifications to the Bonds, the Finance Documents or otherwise (in each case, in accordance with the terms of the Compensation Account Restricted Cash Release Waiver STID Proposal and the Waiver Letter) or their implementation;

(6)        approves that the Bond Trustee be and is hereby authorised and instructed not to obtain any legal opinions in relation to, or to enquire into the power and the capacity of any person to enter into the Waiver Letter or any other waivers to the Finance Documents of the due execution and delivery thereof by any party thereto or the validity and enforceability thereof; and

(7)        acknowledges that the approval of the Compensation Account Restricted Cash Release Waiver STID Proposal is not conditional on the approval of the other STID Proposals.

Unless the context otherwise requires, capitalised terms used in this Extraordinary Resolution shall bear the meanings given to them in the Bond Trust Deed or, as applicable, the Solicitation Memorandum prepared by the Issuer and dated 25 October 2024 (the "Solicitation Memorandum")".

 

EXTRAORDINARY RESOLUTION IN RESPECT OF THE SEPTEMBER INTERIM ACCOUNTS WAIVER OF THE €1,000,000,000 4.375 per cent. Class A Green Unwrapped Bonds due 18 January 2031

 

"THAT THIS MEETING (the "Meeting") of the holders of €1,000,000,000 4.375 per cent. Class A Green Unwrapped Bonds due 18 January 2031 (the "Bondholders") guaranteed by Thames Water Utilities Holdings Limited and Thames Water Utilities Limited (each a "Guarantor" and together, the "Guarantors"), issued by Thames Water Utilities Finance plc (the "Issuer") and constituted by a trust deed originally dated 30 August 2007, as amended and restated or supplemented from time to time (the "Bond Trust Deed"), between, amongst others, the Issuer and Deutsche Trustee Company Limited (the "Bond Trustee"), by Extraordinary Resolution (as defined in the Bond Trust Deed) HEREBY:

(1)        sanctions and approves the STID Proposal in respect of the September Interim Accounts Waiver from TWUL dated 25 October 2024 to which this Extraordinary Resolution relates (the "September Interim Accounts Waiver STID Proposal") and the Waiver Letter (as defined in the STID Proposal) insofar as it relates to the September Interim Accounts Waiver STID Proposal, which is defined and described in the Solicitation Memorandum (as defined below);

(2)        assents to and authorises, directs, requests and empowers the Bond Trustee to (i) vote in favour of the September Interim Accounts Waiver STID Proposal, (ii) to direct the Security Trustee to execute the Waiver Letter insofar as it relates to the September Interim Accounts Waiver STID Proposal, and (iii) take all other actions including executing any other documents necessary, desirable or expedient to implement the September Interim Accounts Waiver STID Proposal and the waiver proposed in such STID Proposal;

(3)        waives any claim Bondholders may have against the Bond Trustee or Security Trustee as a result of any liability they may suffer or incur as a result of acting upon this Extraordinary Resolution and its implementation (including but not limited to circumstances where it is subsequently found that this Extraordinary Resolution is not valid or binding);

(4)        holds harmless, discharges and exonerates and (to the extent permitted or not restricted under the laws and regulations applicable to it) indemnifies the Bond Trustee and the Security Trustee from and against all liability for which it may have become or may become liable as a result of acting in accordance with this Extraordinary Resolution under the Bonds, the Finance Documents or otherwise in respect of any act or omission, including, without limitation, in connection with this Extraordinary Resolution or its implementation, such waivers or modifications in the Waiver Letter or the implementation thereof;

(5)        sanctions and assents to every abrogation, amendment, modification, compromise or arrangement in respect of the rights of the Bondholders against the Issuer or the relevant Guarantors or against any of their property whether such rights shall arise under the Bonds, the Finance Documents or otherwise involved in or resulting from the September Interim Accounts Waiver STID Proposal, this Extraordinary Resolution, the Waiver Letter, or their implementation and/or the waivers and modifications to the Bonds, the Finance Documents or otherwise (in each case, in accordance with the terms of the September Interim Accounts Waiver STID Proposal and the Waiver Letter) or their implementation;

(6)        approves that the Bond Trustee be and is hereby authorised and instructed not to obtain any legal opinions in relation to, or to enquire into the power and the capacity of any person to enter into the Waiver Letter or any other waivers to the Finance Documents of the due execution and delivery thereof by any party thereto or the validity and enforceability thereof; and

(7)        acknowledges that the approval of the September Interim Accounts Waiver STID Proposal is not conditional on the approval of the other STID Proposals.

Unless the context otherwise requires, capitalised terms used in this Extraordinary Resolution shall bear the meanings given to them in the Bond Trust Deed or, as applicable, the Solicitation Memorandum prepared by the Issuer and dated 25 October 2024 (the "Solicitation Memorandum")".

 

EXTRAORDINARY RESOLUTION IN RESPECT OF THE INTERIM RP LAUNCH WAIVER OF THE £275,000,000 7.125 per cent. Class A Unwrapped Bonds due 30 April 2031

 

"THAT THIS MEETING (the "Meeting") of the holders of £275,000,000 7.125 per cent. Class A Unwrapped Bonds due 30 April 2031 (the "Bondholders") guaranteed by Thames Water Utilities Holdings Limited and Thames Water Utilities Limited (each a "Guarantor" and together, the "Guarantors"), issued by Thames Water Utilities Finance plc (the "Issuer") and constituted by a trust deed originally dated 30 August 2007, as amended and restated or supplemented from time to time (the "Bond Trust Deed"), between, amongst others, the Issuer and Deutsche Trustee Company Limited (the "Bond Trustee"), by Extraordinary Resolution (as defined in the Bond Trust Deed) HEREBY:

(1)        sanctions and approves the STID Proposal in respect of the Interim RP Launch Waiver from TWUL dated 25 October 2024 to which this Extraordinary Resolution relates (the "Interim RP Launch Waiver STID Proposal") and the Waiver Letter (as defined in the STID Proposal) insofar as it relates to the Interim RP Launch Waiver STID Proposal, which is defined and described in the Solicitation Memorandum (as defined below);

(2)        assents to and authorises, directs, requests and empowers the Bond Trustee to (i) vote in favour of the Interim RP Launch Waiver STID Proposal, (ii) to direct the Security Trustee to execute the Waiver Letter insofar as it relates to the Interim RP Launch Waiver STID Proposal, and (iii) take all other actions including executing any other documents necessary, desirable or expedient to implement the Interim RP Launch Waiver STID Proposal and the waiver proposed in such STID Proposal;

(3)        waives any claim Bondholders may have against the Bond Trustee or Security Trustee as a result of any liability they may suffer or incur as a result of acting upon this Extraordinary Resolution and its implementation (including but not limited to circumstances where it is subsequently found that this Extraordinary Resolution is not valid or binding);

(4)        holds harmless, discharges and exonerates and (to the extent permitted or not restricted under the laws and regulations applicable to it) indemnifies the Bond Trustee and the Security Trustee from and against all liability for which it may have become or may become liable as a result of acting in accordance with this Extraordinary Resolution under the Bonds, the Finance Documents or otherwise in respect of any act or omission, including, without limitation, in connection with this Extraordinary Resolution or its implementation, such waivers or modifications in the Waiver Letter or the implementation thereof;

(5)        sanctions and assents to every abrogation, amendment, modification, compromise or arrangement in respect of the rights of the Bondholders against the Issuer or the relevant Guarantors or against any of their property whether such rights shall arise under the Bonds, the Finance Documents or otherwise involved in or resulting from the Interim RP Launch Waiver STID Proposal, this Extraordinary Resolution, the Waiver Letter, or their implementation and/or the waivers and modifications to the Bonds, the Finance Documents or otherwise (in each case, in accordance with the terms of the Interim RP Launch Waiver STID Proposal and the Waiver Letter) or their implementation;

(6)        approves that the Bond Trustee be and is hereby authorised and instructed not to obtain any legal opinions in relation to, or to enquire into the power and the capacity of any person to enter into the Waiver Letter or any other waivers to the Finance Documents of the due execution and delivery thereof by any party thereto or the validity and enforceability thereof; and

(7)        acknowledges that the approval of the Interim RP Launch Waiver STID Proposal is not conditional on the approval of the other STID Proposals.

Unless the context otherwise requires, capitalised terms used in this Extraordinary Resolution shall bear the meanings given to them in the Bond Trust Deed or, as applicable, the Solicitation Memorandum prepared by the Issuer and dated 25 October 2024 (the "Solicitation Memorandum")".

 

EXTRAORDINARY RESOLUTION IN RESPECT OF THE RESERVE ACCOUNT RESTRICTED CASH RELEASE WAIVER OF THE £275,000,000 7.125 per cent. Class A Unwrapped Bonds due 30 April 2031

 

"THAT THIS MEETING (the "Meeting") of the holders of £275,000,000 7.125 per cent. Class A Unwrapped Bonds due 30 April 2031 (the "Bondholders") guaranteed by Thames Water Utilities Holdings Limited and Thames Water Utilities Limited (each a "Guarantor" and together, the "Guarantors"), issued by Thames Water Utilities Finance plc (the "Issuer") and constituted by a trust deed originally dated 30 August 2007, as amended and restated or supplemented from time to time (the "Bond Trust Deed"), between, amongst others, the Issuer and Deutsche Trustee Company Limited (the "Bond Trustee"), by Extraordinary Resolution (as defined in the Bond Trust Deed) HEREBY:

(1)        sanctions and approves the STID Proposal in respect of the Reserve Account Restricted Cash Release Waiver from TWUL dated 25 October 2024 to which this Extraordinary Resolution relates (the "Reserve Account Restricted Cash Release Waiver STID Proposal") and the Waiver Letter (as defined in the STID Proposal) insofar as it relates to the Reserve Account Restricted Cash Release Waiver STID Proposal, which is defined and described in the Solicitation Memorandum (as defined below);

(2)        assents to and authorises, directs, requests and empowers the Bond Trustee to (i) vote in favour of the Reserve Account Restricted Cash Release Waiver STID Proposal, (ii) to direct the Security Trustee to execute the Waiver Letter insofar as it relates to the Reserve Account Restricted Cash Release Waiver STID Proposal, and (iii) take all other actions including executing any other documents necessary, desirable or expedient to implement the Reserve Account Restricted Cash Release Waiver STID Proposal and the waiver proposed in such STID Proposal;

(3)        waives any claim Bondholders may have against the Bond Trustee or Security Trustee as a result of any liability they may suffer or incur as a result of acting upon this Extraordinary Resolution and its implementation (including but not limited to circumstances where it is subsequently found that this Extraordinary Resolution is not valid or binding);

(4)        holds harmless, discharges and exonerates and (to the extent permitted or not restricted under the laws and regulations applicable to it) indemnifies the Bond Trustee and the Security Trustee from and against all liability for which it may have become or may become liable as a result of acting in accordance with this Extraordinary Resolution under the Bonds, the Finance Documents or otherwise in respect of any act or omission, including, without limitation, in connection with this Extraordinary Resolution or its implementation, such waivers or modifications in the Waiver Letter or the implementation thereof;

(5)        sanctions and assents to every abrogation, amendment, modification, compromise or arrangement in respect of the rights of the Bondholders against the Issuer or the relevant Guarantors or against any of their property whether such rights shall arise under the Bonds, the Finance Documents or otherwise involved in or resulting from the Reserve Account Restricted Cash Release Waiver STID Proposal, this Extraordinary Resolution, the Waiver Letter, or their implementation and/or the waivers and modifications to the Bonds, the Finance Documents or otherwise (in each case, in accordance with the terms of the Reserve Account Restricted Cash Release Waiver STID Proposal and the Waiver Letter) or their implementation;

(6)        approves that the Bond Trustee be and is hereby authorised and instructed not to obtain any legal opinions in relation to, or to enquire into the power and the capacity of any person to enter into the Waiver Letter or any other waivers to the Finance Documents of the due execution and delivery thereof by any party thereto or the validity and enforceability thereof; and

(7)        acknowledges that the approval of the Reserve Account Restricted Cash Release Waiver STID Proposal is not conditional on the approval of the other STID Proposals.

Unless the context otherwise requires, capitalised terms used in this Extraordinary Resolution shall bear the meanings given to them in the Bond Trust Deed or, as applicable, the Solicitation Memorandum prepared by the Issuer and dated 25 October 2024 (the "Solicitation Memorandum")".

 

EXTRAORDINARY RESOLUTION IN RESPECT OF THE COMPENSATION ACCOUNT RESTRICTED CASH RELEASE WAIVER OF THE £275,000,000 7.125 per cent. Class A Unwrapped Bonds due 30 April 2031

 

"THAT THIS MEETING (the "Meeting") of the holders of £275,000,000 7.125 per cent. Class A Unwrapped Bonds due 30 April 2031 (the "Bondholders") guaranteed by Thames Water Utilities Holdings Limited and Thames Water Utilities Limited (each a "Guarantor" and together, the "Guarantors"), issued by Thames Water Utilities Finance plc (the "Issuer") and constituted by a trust deed originally dated 30 August 2007, as amended and restated or supplemented from time to time (the "Bond Trust Deed"), between, amongst others, the Issuer and Deutsche Trustee Company Limited (the "Bond Trustee"), by Extraordinary Resolution (as defined in the Bond Trust Deed) HEREBY:

(1)        sanctions and approves the STID Proposal in respect of the Compensation Account Restricted Cash Release Waiver from TWUL dated 25 October 2024 to which this Extraordinary Resolution relates (the "Compensation Account Restricted Cash Release Waiver STID Proposal") and the Waiver Letter (as defined in the STID Proposal) insofar as it relates to the Compensation Account Restricted Cash Release Waiver STID Proposal, which is defined and described in the Solicitation Memorandum (as defined below);

(2)        assents to and authorises, directs, requests and empowers the Bond Trustee to (i) vote in favour of the Compensation Account Restricted Cash Release Waiver STID Proposal, (ii) to direct the Security Trustee to execute the Waiver Letter insofar as it relates to the Compensation Account Restricted Cash Release Waiver STID Proposal, and (iii) take all other actions including executing any other documents necessary, desirable or expedient to implement the Compensation Account Restricted Cash Release Waiver STID Proposal and the waiver proposed in such STID Proposal;

(3)        waives any claim Bondholders may have against the Bond Trustee or Security Trustee as a result of any liability they may suffer or incur as a result of acting upon this Extraordinary Resolution and its implementation (including but not limited to circumstances where it is subsequently found that this Extraordinary Resolution is not valid or binding);

(4)        holds harmless, discharges and exonerates and (to the extent permitted or not restricted under the laws and regulations applicable to it) indemnifies the Bond Trustee and the Security Trustee from and against all liability for which it may have become or may become liable as a result of acting in accordance with this Extraordinary Resolution under the Bonds, the Finance Documents or otherwise in respect of any act or omission, including, without limitation, in connection with this Extraordinary Resolution or its implementation, such waivers or modifications in the Waiver Letter or the implementation thereof;

(5)        sanctions and assents to every abrogation, amendment, modification, compromise or arrangement in respect of the rights of the Bondholders against the Issuer or the relevant Guarantors or against any of their property whether such rights shall arise under the Bonds, the Finance Documents or otherwise involved in or resulting from the Compensation Account Restricted Cash Release Waiver STID Proposal, this Extraordinary Resolution, the Waiver Letter, or their implementation and/or the waivers and modifications to the Bonds, the Finance Documents or otherwise (in each case, in accordance with the terms of the Compensation Account Restricted Cash Release Waiver STID Proposal and the Waiver Letter) or their implementation;

(6)        approves that the Bond Trustee be and is hereby authorised and instructed not to obtain any legal opinions in relation to, or to enquire into the power and the capacity of any person to enter into the Waiver Letter or any other waivers to the Finance Documents of the due execution and delivery thereof by any party thereto or the validity and enforceability thereof; and

(7)        acknowledges that the approval of the Compensation Account Restricted Cash Release Waiver STID Proposal is not conditional on the approval of the other STID Proposals.

Unless the context otherwise requires, capitalised terms used in this Extraordinary Resolution shall bear the meanings given to them in the Bond Trust Deed or, as applicable, the Solicitation Memorandum prepared by the Issuer and dated 25 October 2024 (the "Solicitation Memorandum")".

 

EXTRAORDINARY RESOLUTION IN RESPECT OF THE SEPTEMBER INTERIM ACCOUNTS WAIVER OF THE £275,000,000 7.125 per cent. Class A Unwrapped Bonds due 30 April 2031

 

"THAT THIS MEETING (the "Meeting") of the holders of £275,000,000 7.125 per cent. Class A Unwrapped Bonds due 30 April 2031 (the "Bondholders") guaranteed by Thames Water Utilities Holdings Limited and Thames Water Utilities Limited (each a "Guarantor" and together, the "Guarantors"), issued by Thames Water Utilities Finance plc (the "Issuer") and constituted by a trust deed originally dated 30 August 2007, as amended and restated or supplemented from time to time (the "Bond Trust Deed"), between, amongst others, the Issuer and Deutsche Trustee Company Limited (the "Bond Trustee"), by Extraordinary Resolution (as defined in the Bond Trust Deed) HEREBY:

(1)        sanctions and approves the STID Proposal in respect of the September Interim Accounts Waiver from TWUL dated 25 October 2024 to which this Extraordinary Resolution relates (the "September Interim Accounts Waiver STID Proposal") and the Waiver Letter (as defined in the STID Proposal) insofar as it relates to the September Interim Accounts Waiver STID Proposal, which is defined and described in the Solicitation Memorandum (as defined below);

(2)        assents to and authorises, directs, requests and empowers the Bond Trustee to (i) vote in favour of the September Interim Accounts Waiver STID Proposal, (ii) to direct the Security Trustee to execute the Waiver Letter insofar as it relates to the September Interim Accounts Waiver STID Proposal, and (iii) take all other actions including executing any other documents necessary, desirable or expedient to implement the September Interim Accounts Waiver STID Proposal and the waiver proposed in such STID Proposal;

(3)        waives any claim Bondholders may have against the Bond Trustee or Security Trustee as a result of any liability they may suffer or incur as a result of acting upon this Extraordinary Resolution and its implementation (including but not limited to circumstances where it is subsequently found that this Extraordinary Resolution is not valid or binding);

(4)        holds harmless, discharges and exonerates and (to the extent permitted or not restricted under the laws and regulations applicable to it) indemnifies the Bond Trustee and the Security Trustee from and against all liability for which it may have become or may become liable as a result of acting in accordance with this Extraordinary Resolution under the Bonds, the Finance Documents or otherwise in respect of any act or omission, including, without limitation, in connection with this Extraordinary Resolution or its implementation, such waivers or modifications in the Waiver Letter or the implementation thereof;

(5)        sanctions and assents to every abrogation, amendment, modification, compromise or arrangement in respect of the rights of the Bondholders against the Issuer or the relevant Guarantors or against any of their property whether such rights shall arise under the Bonds, the Finance Documents or otherwise involved in or resulting from the September Interim Accounts Waiver STID Proposal, this Extraordinary Resolution, the Waiver Letter, or their implementation and/or the waivers and modifications to the Bonds, the Finance Documents or otherwise (in each case, in accordance with the terms of the September Interim Accounts Waiver STID Proposal and the Waiver Letter) or their implementation;

(6)        approves that the Bond Trustee be and is hereby authorised and instructed not to obtain any legal opinions in relation to, or to enquire into the power and the capacity of any person to enter into the Waiver Letter or any other waivers to the Finance Documents of the due execution and delivery thereof by any party thereto or the validity and enforceability thereof; and

(7)        acknowledges that the approval of the September Interim Accounts Waiver STID Proposal is not conditional on the approval of the other STID Proposals.

Unless the context otherwise requires, capitalised terms used in this Extraordinary Resolution shall bear the meanings given to them in the Bond Trust Deed or, as applicable, the Solicitation Memorandum prepared by the Issuer and dated 25 October 2024 (the "Solicitation Memorandum")".

 

EXTRAORDINARY RESOLUTION IN RESPECT OF THE INTERIM RP LAUNCH WAIVER OF THE £250,000,000 2.625 per cent. Class A Guaranteed Unwrapped Bonds due 24 January 2032

 

"THAT THIS MEETING (the "Meeting") of the holders of £250,000,000 2.625 per cent. Class A Guaranteed Unwrapped Bonds due 24 January 2032 (the "Bondholders") guaranteed by Thames Water Utilities Holdings Limited and Thames Water Utilities Limited (each a "Guarantor" and together, the "Guarantors"), issued by Thames Water Utilities Finance plc (the "Issuer") and constituted by a trust deed originally dated 30 August 2007, as amended and restated or supplemented from time to time (the "Bond Trust Deed"), between, amongst others, the Issuer and Deutsche Trustee Company Limited (the "Bond Trustee"), by Extraordinary Resolution (as defined in the Bond Trust Deed) HEREBY:

(1)        sanctions and approves the STID Proposal in respect of the Interim RP Launch Waiver from TWUL dated 25 October 2024 to which this Extraordinary Resolution relates (the "Interim RP Launch Waiver STID Proposal") and the Waiver Letter (as defined in the STID Proposal) insofar as it relates to the Interim RP Launch Waiver STID Proposal, which is defined and described in the Solicitation Memorandum (as defined below);

(2)        assents to and authorises, directs, requests and empowers the Bond Trustee to (i) vote in favour of the Interim RP Launch Waiver STID Proposal, (ii) to direct the Security Trustee to execute the Waiver Letter insofar as it relates to the Interim RP Launch Waiver STID Proposal, and (iii) take all other actions including executing any other documents necessary, desirable or expedient to implement the Interim RP Launch Waiver STID Proposal and the waiver proposed in such STID Proposal;

(3)        waives any claim Bondholders may have against the Bond Trustee or Security Trustee as a result of any liability they may suffer or incur as a result of acting upon this Extraordinary Resolution and its implementation (including but not limited to circumstances where it is subsequently found that this Extraordinary Resolution is not valid or binding);

(4)        holds harmless, discharges and exonerates and (to the extent permitted or not restricted under the laws and regulations applicable to it) indemnifies the Bond Trustee and the Security Trustee from and against all liability for which it may have become or may become liable as a result of acting in accordance with this Extraordinary Resolution under the Bonds, the Finance Documents or otherwise in respect of any act or omission, including, without limitation, in connection with this Extraordinary Resolution or its implementation, such waivers or modifications in the Waiver Letter or the implementation thereof;

(5)        sanctions and assents to every abrogation, amendment, modification, compromise or arrangement in respect of the rights of the Bondholders against the Issuer or the relevant Guarantors or against any of their property whether such rights shall arise under the Bonds, the Finance Documents or otherwise involved in or resulting from the Interim RP Launch Waiver STID Proposal, this Extraordinary Resolution, the Waiver Letter, or their implementation and/or the waivers and modifications to the Bonds, the Finance Documents or otherwise (in each case, in accordance with the terms of the Interim RP Launch Waiver STID Proposal and the Waiver Letter) or their implementation;

(6)        approves that the Bond Trustee be and is hereby authorised and instructed not to obtain any legal opinions in relation to, or to enquire into the power and the capacity of any person to enter into the Waiver Letter or any other waivers to the Finance Documents of the due execution and delivery thereof by any party thereto or the validity and enforceability thereof; and

(7)        acknowledges that the approval of the Interim RP Launch Waiver STID Proposal is not conditional on the approval of the other STID Proposals.

Unless the context otherwise requires, capitalised terms used in this Extraordinary Resolution shall bear the meanings given to them in the Bond Trust Deed or, as applicable, the Solicitation Memorandum prepared by the Issuer and dated 25 October 2024 (the "Solicitation Memorandum")".

 

EXTRAORDINARY RESOLUTION IN RESPECT OF THE RESERVE ACCOUNT RESTRICTED CASH RELEASE WAIVER OF THE £250,000,000 2.625 per cent. Class A Guaranteed Unwrapped Bonds due 24 January 2032

 

"THAT THIS MEETING (the "Meeting") of the holders of £250,000,000 2.625 per cent. Class A Guaranteed Unwrapped Bonds due 24 January 2032 (the "Bondholders") guaranteed by Thames Water Utilities Holdings Limited and Thames Water Utilities Limited (each a "Guarantor" and together, the "Guarantors"), issued by Thames Water Utilities Finance plc (the "Issuer") and constituted by a trust deed originally dated 30 August 2007, as amended and restated or supplemented from time to time (the "Bond Trust Deed"), between, amongst others, the Issuer and Deutsche Trustee Company Limited (the "Bond Trustee"), by Extraordinary Resolution (as defined in the Bond Trust Deed) HEREBY:

(1)        sanctions and approves the STID Proposal in respect of the Reserve Account Restricted Cash Release Waiver from TWUL dated 25 October 2024 to which this Extraordinary Resolution relates (the "Reserve Account Restricted Cash Release Waiver STID Proposal") and the Waiver Letter (as defined in the STID Proposal) insofar as it relates to the Reserve Account Restricted Cash Release Waiver STID Proposal, which is defined and described in the Solicitation Memorandum (as defined below);

(2)        assents to and authorises, directs, requests and empowers the Bond Trustee to (i) vote in favour of the Reserve Account Restricted Cash Release Waiver STID Proposal, (ii) to direct the Security Trustee to execute the Waiver Letter insofar as it relates to the Reserve Account Restricted Cash Release Waiver STID Proposal, and (iii) take all other actions including executing any other documents necessary, desirable or expedient to implement the Reserve Account Restricted Cash Release Waiver STID Proposal and the waiver proposed in such STID Proposal;

(3)        waives any claim Bondholders may have against the Bond Trustee or Security Trustee as a result of any liability they may suffer or incur as a result of acting upon this Extraordinary Resolution and its implementation (including but not limited to circumstances where it is subsequently found that this Extraordinary Resolution is not valid or binding);

(4)        holds harmless, discharges and exonerates and (to the extent permitted or not restricted under the laws and regulations applicable to it) indemnifies the Bond Trustee and the Security Trustee from and against all liability for which it may have become or may become liable as a result of acting in accordance with this Extraordinary Resolution under the Bonds, the Finance Documents or otherwise in respect of any act or omission, including, without limitation, in connection with this Extraordinary Resolution or its implementation, such waivers or modifications in the Waiver Letter or the implementation thereof;

(5)        sanctions and assents to every abrogation, amendment, modification, compromise or arrangement in respect of the rights of the Bondholders against the Issuer or the relevant Guarantors or against any of their property whether such rights shall arise under the Bonds, the Finance Documents or otherwise involved in or resulting from the Reserve Account Restricted Cash Release Waiver STID Proposal, this Extraordinary Resolution, the Waiver Letter, or their implementation and/or the waivers and modifications to the Bonds, the Finance Documents or otherwise (in each case, in accordance with the terms of the Reserve Account Restricted Cash Release Waiver STID Proposal and the Waiver Letter) or their implementation;

(6)        approves that the Bond Trustee be and is hereby authorised and instructed not to obtain any legal opinions in relation to, or to enquire into the power and the capacity of any person to enter into the Waiver Letter or any other waivers to the Finance Documents of the due execution and delivery thereof by any party thereto or the validity and enforceability thereof; and

(7)        acknowledges that the approval of the Reserve Account Restricted Cash Release Waiver STID Proposal is not conditional on the approval of the other STID Proposals.

Unless the context otherwise requires, capitalised terms used in this Extraordinary Resolution shall bear the meanings given to them in the Bond Trust Deed or, as applicable, the Solicitation Memorandum prepared by the Issuer and dated 25 October 2024 (the "Solicitation Memorandum")".

 

EXTRAORDINARY RESOLUTION IN RESPECT OF THE COMPENSATION ACCOUNT RESTRICTED CASH RELEASE WAIVER OF THE £250,000,000 2.625 per cent. Class A Guaranteed Unwrapped Bonds due 24 January 2032

 

"THAT THIS MEETING (the "Meeting") of the holders of £250,000,000 2.625 per cent. Class A Guaranteed Unwrapped Bonds due 24 January 2032 (the "Bondholders") guaranteed by Thames Water Utilities Holdings Limited and Thames Water Utilities Limited (each a "Guarantor" and together, the "Guarantors"), issued by Thames Water Utilities Finance plc (the "Issuer") and constituted by a trust deed originally dated 30 August 2007, as amended and restated or supplemented from time to time (the "Bond Trust Deed"), between, amongst others, the Issuer and Deutsche Trustee Company Limited (the "Bond Trustee"), by Extraordinary Resolution (as defined in the Bond Trust Deed) HEREBY:

(1)        sanctions and approves the STID Proposal in respect of the Compensation Account Restricted Cash Release Waiver from TWUL dated 25 October 2024 to which this Extraordinary Resolution relates (the "Compensation Account Restricted Cash Release Waiver STID Proposal") and the Waiver Letter (as defined in the STID Proposal) insofar as it relates to the Compensation Account Restricted Cash Release Waiver STID Proposal, which is defined and described in the Solicitation Memorandum (as defined below);

(2)        assents to and authorises, directs, requests and empowers the Bond Trustee to (i) vote in favour of the Compensation Account Restricted Cash Release Waiver STID Proposal, (ii) to direct the Security Trustee to execute the Waiver Letter insofar as it relates to the Compensation Account Restricted Cash Release Waiver STID Proposal, and (iii) take all other actions including executing any other documents necessary, desirable or expedient to implement the Compensation Account Restricted Cash Release Waiver STID Proposal and the waiver proposed in such STID Proposal;

(3)        waives any claim Bondholders may have against the Bond Trustee or Security Trustee as a result of any liability they may suffer or incur as a result of acting upon this Extraordinary Resolution and its implementation (including but not limited to circumstances where it is subsequently found that this Extraordinary Resolution is not valid or binding);

(4)        holds harmless, discharges and exonerates and (to the extent permitted or not restricted under the laws and regulations applicable to it) indemnifies the Bond Trustee and the Security Trustee from and against all liability for which it may have become or may become liable as a result of acting in accordance with this Extraordinary Resolution under the Bonds, the Finance Documents or otherwise in respect of any act or omission, including, without limitation, in connection with this Extraordinary Resolution or its implementation, such waivers or modifications in the Waiver Letter or the implementation thereof;

(5)        sanctions and assents to every abrogation, amendment, modification, compromise or arrangement in respect of the rights of the Bondholders against the Issuer or the relevant Guarantors or against any of their property whether such rights shall arise under the Bonds, the Finance Documents or otherwise involved in or resulting from the Compensation Account Restricted Cash Release Waiver STID Proposal, this Extraordinary Resolution, the Waiver Letter, or their implementation and/or the waivers and modifications to the Bonds, the Finance Documents or otherwise (in each case, in accordance with the terms of the Compensation Account Restricted Cash Release Waiver STID Proposal and the Waiver Letter) or their implementation;

(6)        approves that the Bond Trustee be and is hereby authorised and instructed not to obtain any legal opinions in relation to, or to enquire into the power and the capacity of any person to enter into the Waiver Letter or any other waivers to the Finance Documents of the due execution and delivery thereof by any party thereto or the validity and enforceability thereof; and

(7)        acknowledges that the approval of the Compensation Account Restricted Cash Release Waiver STID Proposal is not conditional on the approval of the other STID Proposals.

Unless the context otherwise requires, capitalised terms used in this Extraordinary Resolution shall bear the meanings given to them in the Bond Trust Deed or, as applicable, the Solicitation Memorandum prepared by the Issuer and dated 25 October 2024 (the "Solicitation Memorandum")".

 

EXTRAORDINARY RESOLUTION IN RESPECT OF THE SEPTEMBER INTERIM ACCOUNTS WAIVER OF THE £250,000,000 2.625 per cent. Class A Guaranteed Unwrapped Bonds due 24 January 2032

 

"THAT THIS MEETING (the "Meeting") of the holders of £250,000,000 2.625 per cent. Class A Guaranteed Unwrapped Bonds due 24 January 2032 (the "Bondholders") guaranteed by Thames Water Utilities Holdings Limited and Thames Water Utilities Limited (each a "Guarantor" and together, the "Guarantors"), issued by Thames Water Utilities Finance plc (the "Issuer") and constituted by a trust deed originally dated 30 August 2007, as amended and restated or supplemented from time to time (the "Bond Trust Deed"), between, amongst others, the Issuer and Deutsche Trustee Company Limited (the "Bond Trustee"), by Extraordinary Resolution (as defined in the Bond Trust Deed) HEREBY:

(1)        sanctions and approves the STID Proposal in respect of the September Interim Accounts Waiver from TWUL dated 25 October 2024 to which this Extraordinary Resolution relates (the "September Interim Accounts Waiver STID Proposal") and the Waiver Letter (as defined in the STID Proposal) insofar as it relates to the September Interim Accounts Waiver STID Proposal, which is defined and described in the Solicitation Memorandum (as defined below);

(2)        assents to and authorises, directs, requests and empowers the Bond Trustee to (i) vote in favour of the September Interim Accounts Waiver STID Proposal, (ii) to direct the Security Trustee to execute the Waiver Letter insofar as it relates to the September Interim Accounts Waiver STID Proposal, and (iii) take all other actions including executing any other documents necessary, desirable or expedient to implement the September Interim Accounts Waiver STID Proposal and the waiver proposed in such STID Proposal;

(3)        waives any claim Bondholders may have against the Bond Trustee or Security Trustee as a result of any liability they may suffer or incur as a result of acting upon this Extraordinary Resolution and its implementation (including but not limited to circumstances where it is subsequently found that this Extraordinary Resolution is not valid or binding);

(4)        holds harmless, discharges and exonerates and (to the extent permitted or not restricted under the laws and regulations applicable to it) indemnifies the Bond Trustee and the Security Trustee from and against all liability for which it may have become or may become liable as a result of acting in accordance with this Extraordinary Resolution under the Bonds, the Finance Documents or otherwise in respect of any act or omission, including, without limitation, in connection with this Extraordinary Resolution or its implementation, such waivers or modifications in the Waiver Letter or the implementation thereof;

(5)        sanctions and assents to every abrogation, amendment, modification, compromise or arrangement in respect of the rights of the Bondholders against the Issuer or the relevant Guarantors or against any of their property whether such rights shall arise under the Bonds, the Finance Documents or otherwise involved in or resulting from the September Interim Accounts Waiver STID Proposal, this Extraordinary Resolution, the Waiver Letter, or their implementation and/or the waivers and modifications to the Bonds, the Finance Documents or otherwise (in each case, in accordance with the terms of the September Interim Accounts Waiver STID Proposal and the Waiver Letter) or their implementation;

(6)        approves that the Bond Trustee be and is hereby authorised and instructed not to obtain any legal opinions in relation to, or to enquire into the power and the capacity of any person to enter into the Waiver Letter or any other waivers to the Finance Documents of the due execution and delivery thereof by any party thereto or the validity and enforceability thereof; and

(7)        acknowledges that the approval of the September Interim Accounts Waiver STID Proposal is not conditional on the approval of the other STID Proposals.

Unless the context otherwise requires, capitalised terms used in this Extraordinary Resolution shall bear the meanings given to them in the Bond Trust Deed or, as applicable, the Solicitation Memorandum prepared by the Issuer and dated 25 October 2024 (the "Solicitation Memorandum")".

 

EXTRAORDINARY RESOLUTION IN RESPECT OF THE INTERIM RP LAUNCH WAIVER OF THE €575,000,000 1.250 per cent. Class A Green Unwrapped Bonds due 31 January 2032

 

"THAT THIS MEETING (the "Meeting") of the holders of €575,000,000 1.250 per cent. Class A Green Unwrapped Bonds due 31 January 2032 (the "Bondholders") guaranteed by Thames Water Utilities Holdings Limited and Thames Water Utilities Limited (each a "Guarantor" and together, the "Guarantors"), issued by Thames Water Utilities Finance plc (the "Issuer") and constituted by a trust deed originally dated 30 August 2007, as amended and restated or supplemented from time to time (the "Bond Trust Deed"), between, amongst others, the Issuer and Deutsche Trustee Company Limited (the "Bond Trustee"), by Extraordinary Resolution (as defined in the Bond Trust Deed) HEREBY:

(1)        sanctions and approves the STID Proposal in respect of the Interim RP Launch Waiver from TWUL dated 25 October 2024 to which this Extraordinary Resolution relates (the "Interim RP Launch Waiver STID Proposal") and the Waiver Letter (as defined in the STID Proposal) insofar as it relates to the Interim RP Launch Waiver STID Proposal, which is defined and described in the Solicitation Memorandum (as defined below);

(2)        assents to and authorises, directs, requests and empowers the Bond Trustee to (i) vote in favour of the Interim RP Launch Waiver STID Proposal, (ii) to direct the Security Trustee to execute the Waiver Letter insofar as it relates to the Interim RP Launch Waiver STID Proposal, and (iii) take all other actions including executing any other documents necessary, desirable or expedient to implement the Interim RP Launch Waiver STID Proposal and the waiver proposed in such STID Proposal;

(3)        waives any claim Bondholders may have against the Bond Trustee or Security Trustee as a result of any liability they may suffer or incur as a result of acting upon this Extraordinary Resolution and its implementation (including but not limited to circumstances where it is subsequently found that this Extraordinary Resolution is not valid or binding);

(4)        holds harmless, discharges and exonerates and (to the extent permitted or not restricted under the laws and regulations applicable to it) indemnifies the Bond Trustee and the Security Trustee from and against all liability for which it may have become or may become liable as a result of acting in accordance with this Extraordinary Resolution under the Bonds, the Finance Documents or otherwise in respect of any act or omission, including, without limitation, in connection with this Extraordinary Resolution or its implementation, such waivers or modifications in the Waiver Letter or the implementation thereof;

(5)        sanctions and assents to every abrogation, amendment, modification, compromise or arrangement in respect of the rights of the Bondholders against the Issuer or the relevant Guarantors or against any of their property whether such rights shall arise under the Bonds, the Finance Documents or otherwise involved in or resulting from the Interim RP Launch Waiver STID Proposal, this Extraordinary Resolution, the Waiver Letter, or their implementation and/or the waivers and modifications to the Bonds, the Finance Documents or otherwise (in each case, in accordance with the terms of the Interim RP Launch Waiver STID Proposal and the Waiver Letter) or their implementation;

(6)        approves that the Bond Trustee be and is hereby authorised and instructed not to obtain any legal opinions in relation to, or to enquire into the power and the capacity of any person to enter into the Waiver Letter or any other waivers to the Finance Documents of the due execution and delivery thereof by any party thereto or the validity and enforceability thereof; and

(7)        acknowledges that the approval of the Interim RP Launch Waiver STID Proposal is not conditional on the approval of the other STID Proposals.

Unless the context otherwise requires, capitalised terms used in this Extraordinary Resolution shall bear the meanings given to them in the Bond Trust Deed or, as applicable, the Solicitation Memorandum prepared by the Issuer and dated 25 October 2024 (the "Solicitation Memorandum")".

 

EXTRAORDINARY RESOLUTION IN RESPECT OF THE RESERVE ACCOUNT RESTRICTED CASH RELEASE WAIVER OF THE €575,000,000 1.250 per cent. Class A Green Unwrapped Bonds due 31 January 2032

 

"THAT THIS MEETING (the "Meeting") of the holders of €575,000,000 1.250 per cent. Class A Green Unwrapped Bonds due 31 January 2032 (the "Bondholders") guaranteed by Thames Water Utilities Holdings Limited and Thames Water Utilities Limited (each a "Guarantor" and together, the "Guarantors"), issued by Thames Water Utilities Finance plc (the "Issuer") and constituted by a trust deed originally dated 30 August 2007, as amended and restated or supplemented from time to time (the "Bond Trust Deed"), between, amongst others, the Issuer and Deutsche Trustee Company Limited (the "Bond Trustee"), by Extraordinary Resolution (as defined in the Bond Trust Deed) HEREBY:

(1)        sanctions and approves the STID Proposal in respect of the Reserve Account Restricted Cash Release Waiver from TWUL dated 25 October 2024 to which this Extraordinary Resolution relates (the "Reserve Account Restricted Cash Release Waiver STID Proposal") and the Waiver Letter (as defined in the STID Proposal) insofar as it relates to the Reserve Account Restricted Cash Release Waiver STID Proposal, which is defined and described in the Solicitation Memorandum (as defined below);

(2)        assents to and authorises, directs, requests and empowers the Bond Trustee to (i) vote in favour of the Reserve Account Restricted Cash Release Waiver STID Proposal, (ii) to direct the Security Trustee to execute the Waiver Letter insofar as it relates to the Reserve Account Restricted Cash Release Waiver STID Proposal, and (iii) take all other actions including executing any other documents necessary, desirable or expedient to implement the Reserve Account Restricted Cash Release Waiver STID Proposal and the waiver proposed in such STID Proposal;

(3)        waives any claim Bondholders may have against the Bond Trustee or Security Trustee as a result of any liability they may suffer or incur as a result of acting upon this Extraordinary Resolution and its implementation (including but not limited to circumstances where it is subsequently found that this Extraordinary Resolution is not valid or binding);

(4)        holds harmless, discharges and exonerates and (to the extent permitted or not restricted under the laws and regulations applicable to it) indemnifies the Bond Trustee and the Security Trustee from and against all liability for which it may have become or may become liable as a result of acting in accordance with this Extraordinary Resolution under the Bonds, the Finance Documents or otherwise in respect of any act or omission, including, without limitation, in connection with this Extraordinary Resolution or its implementation, such waivers or modifications in the Waiver Letter or the implementation thereof;

(5)        sanctions and assents to every abrogation, amendment, modification, compromise or arrangement in respect of the rights of the Bondholders against the Issuer or the relevant Guarantors or against any of their property whether such rights shall arise under the Bonds, the Finance Documents or otherwise involved in or resulting from the Reserve Account Restricted Cash Release Waiver STID Proposal, this Extraordinary Resolution, the Waiver Letter, or their implementation and/or the waivers and modifications to the Bonds, the Finance Documents or otherwise (in each case, in accordance with the terms of the Reserve Account Restricted Cash Release Waiver STID Proposal and the Waiver Letter) or their implementation;

(6)        approves that the Bond Trustee be and is hereby authorised and instructed not to obtain any legal opinions in relation to, or to enquire into the power and the capacity of any person to enter into the Waiver Letter or any other waivers to the Finance Documents of the due execution and delivery thereof by any party thereto or the validity and enforceability thereof; and

(7)        acknowledges that the approval of the Reserve Account Restricted Cash Release Waiver STID Proposal is not conditional on the approval of the other STID Proposals.

Unless the context otherwise requires, capitalised terms used in this Extraordinary Resolution shall bear the meanings given to them in the Bond Trust Deed or, as applicable, the Solicitation Memorandum prepared by the Issuer and dated 25 October 2024 (the "Solicitation Memorandum")".

 

EXTRAORDINARY RESOLUTION IN RESPECT OF THE COMPENSATION ACCOUNT RESTRICTED CASH RELEASE WAIVER OF THE €575,000,000 1.250 per cent. Class A Green Unwrapped Bonds due 31 January 2032

 

"THAT THIS MEETING (the "Meeting") of the holders of €575,000,000 1.250 per cent. Class A Green Unwrapped Bonds due 31 January 2032 (the "Bondholders") guaranteed by Thames Water Utilities Holdings Limited and Thames Water Utilities Limited (each a "Guarantor" and together, the "Guarantors"), issued by Thames Water Utilities Finance plc (the "Issuer") and constituted by a trust deed originally dated 30 August 2007, as amended and restated or supplemented from time to time (the "Bond Trust Deed"), between, amongst others, the Issuer and Deutsche Trustee Company Limited (the "Bond Trustee"), by Extraordinary Resolution (as defined in the Bond Trust Deed) HEREBY:

(1)        sanctions and approves the STID Proposal in respect of the Compensation Account Restricted Cash Release Waiver from TWUL dated 25 October 2024 to which this Extraordinary Resolution relates (the "Compensation Account Restricted Cash Release Waiver STID Proposal") and the Waiver Letter (as defined in the STID Proposal) insofar as it relates to the Compensation Account Restricted Cash Release Waiver STID Proposal, which is defined and described in the Solicitation Memorandum (as defined below);

(2)        assents to and authorises, directs, requests and empowers the Bond Trustee to (i) vote in favour of the Compensation Account Restricted Cash Release Waiver STID Proposal, (ii) to direct the Security Trustee to execute the Waiver Letter insofar as it relates to the Compensation Account Restricted Cash Release Waiver STID Proposal, and (iii) take all other actions including executing any other documents necessary, desirable or expedient to implement the Compensation Account Restricted Cash Release Waiver STID Proposal and the waiver proposed in such STID Proposal;

(3)        waives any claim Bondholders may have against the Bond Trustee or Security Trustee as a result of any liability they may suffer or incur as a result of acting upon this Extraordinary Resolution and its implementation (including but not limited to circumstances where it is subsequently found that this Extraordinary Resolution is not valid or binding);

(4)        holds harmless, discharges and exonerates and (to the extent permitted or not restricted under the laws and regulations applicable to it) indemnifies the Bond Trustee and the Security Trustee from and against all liability for which it may have become or may become liable as a result of acting in accordance with this Extraordinary Resolution under the Bonds, the Finance Documents or otherwise in respect of any act or omission, including, without limitation, in connection with this Extraordinary Resolution or its implementation, such waivers or modifications in the Waiver Letter or the implementation thereof;

(5)        sanctions and assents to every abrogation, amendment, modification, compromise or arrangement in respect of the rights of the Bondholders against the Issuer or the relevant Guarantors or against any of their property whether such rights shall arise under the Bonds, the Finance Documents or otherwise involved in or resulting from the Compensation Account Restricted Cash Release Waiver STID Proposal, this Extraordinary Resolution, the Waiver Letter, or their implementation and/or the waivers and modifications to the Bonds, the Finance Documents or otherwise (in each case, in accordance with the terms of the Compensation Account Restricted Cash Release Waiver STID Proposal and the Waiver Letter) or their implementation;

(6)        approves that the Bond Trustee be and is hereby authorised and instructed not to obtain any legal opinions in relation to, or to enquire into the power and the capacity of any person to enter into the Waiver Letter or any other waivers to the Finance Documents of the due execution and delivery thereof by any party thereto or the validity and enforceability thereof; and

(7)        acknowledges that the approval of the Compensation Account Restricted Cash Release Waiver STID Proposal is not conditional on the approval of the other STID Proposals.

Unless the context otherwise requires, capitalised terms used in this Extraordinary Resolution shall bear the meanings given to them in the Bond Trust Deed or, as applicable, the Solicitation Memorandum prepared by the Issuer and dated 25 October 2024 (the "Solicitation Memorandum")".

 

EXTRAORDINARY RESOLUTION IN RESPECT OF THE SEPTEMBER INTERIM ACCOUNTS WAIVER OF THE €575,000,000 1.250 per cent. Class A Green Unwrapped Bonds due 31 January 2032

 

"THAT THIS MEETING (the "Meeting") of the holders of €575,000,000 1.250 per cent. Class A Green Unwrapped Bonds due 31 January 2032 (the "Bondholders") guaranteed by Thames Water Utilities Holdings Limited and Thames Water Utilities Limited (each a "Guarantor" and together, the "Guarantors"), issued by Thames Water Utilities Finance plc (the "Issuer") and constituted by a trust deed originally dated 30 August 2007, as amended and restated or supplemented from time to time (the "Bond Trust Deed"), between, amongst others, the Issuer and Deutsche Trustee Company Limited (the "Bond Trustee"), by Extraordinary Resolution (as defined in the Bond Trust Deed) HEREBY:

(1)        sanctions and approves the STID Proposal in respect of the September Interim Accounts Waiver from TWUL dated 25 October 2024 to which this Extraordinary Resolution relates (the "September Interim Accounts Waiver STID Proposal") and the Waiver Letter (as defined in the STID Proposal) insofar as it relates to the September Interim Accounts Waiver STID Proposal, which is defined and described in the Solicitation Memorandum (as defined below);

(2)        assents to and authorises, directs, requests and empowers the Bond Trustee to (i) vote in favour of the September Interim Accounts Waiver STID Proposal, (ii) to direct the Security Trustee to execute the Waiver Letter insofar as it relates to the September Interim Accounts Waiver STID Proposal, and (iii) take all other actions including executing any other documents necessary, desirable or expedient to implement the September Interim Accounts Waiver STID Proposal and the waiver proposed in such STID Proposal;

(3)        waives any claim Bondholders may have against the Bond Trustee or Security Trustee as a result of any liability they may suffer or incur as a result of acting upon this Extraordinary Resolution and its implementation (including but not limited to circumstances where it is subsequently found that this Extraordinary Resolution is not valid or binding);

(4)        holds harmless, discharges and exonerates and (to the extent permitted or not restricted under the laws and regulations applicable to it) indemnifies the Bond Trustee and the Security Trustee from and against all liability for which it may have become or may become liable as a result of acting in accordance with this Extraordinary Resolution under the Bonds, the Finance Documents or otherwise in respect of any act or omission, including, without limitation, in connection with this Extraordinary Resolution or its implementation, such waivers or modifications in the Waiver Letter or the implementation thereof;

(5)        sanctions and assents to every abrogation, amendment, modification, compromise or arrangement in respect of the rights of the Bondholders against the Issuer or the relevant Guarantors or against any of their property whether such rights shall arise under the Bonds, the Finance Documents or otherwise involved in or resulting from the September Interim Accounts Waiver STID Proposal, this Extraordinary Resolution, the Waiver Letter, or their implementation and/or the waivers and modifications to the Bonds, the Finance Documents or otherwise (in each case, in accordance with the terms of the September Interim Accounts Waiver STID Proposal and the Waiver Letter) or their implementation;

(6)        approves that the Bond Trustee be and is hereby authorised and instructed not to obtain any legal opinions in relation to, or to enquire into the power and the capacity of any person to enter into the Waiver Letter or any other waivers to the Finance Documents of the due execution and delivery thereof by any party thereto or the validity and enforceability thereof; and

(7)        acknowledges that the approval of the September Interim Accounts Waiver STID Proposal is not conditional on the approval of the other STID Proposals.

Unless the context otherwise requires, capitalised terms used in this Extraordinary Resolution shall bear the meanings given to them in the Bond Trust Deed or, as applicable, the Solicitation Memorandum prepared by the Issuer and dated 25 October 2024 (the "Solicitation Memorandum")".

 

EXTRAORDINARY RESOLUTION IN RESPECT OF THE INTERIM RP LAUNCH WAIVER OF THE £200,000,000 6.5 per cent. Guaranteed Bonds due 9 February 2032

 

"THAT THIS MEETING (the "Meeting") of the holders of £200,000,000 6.5 per cent. Guaranteed Bonds due 9 February 2032 (the "Bondholders") guaranteed by Thames Water Utilities Holdings Limited and Thames Water Utilities Limited (each a "Guarantor" and together, the "Guarantors"), issued by Thames Water Utilities Finance plc (the "Issuer") and constituted by a trust deed originally dated 30 August 2007, as amended and restated or supplemented from time to time (the "Bond Trust Deed"), between, amongst others, the Issuer and Deutsche Trustee Company Limited (the "Bond Trustee"), by Extraordinary Resolution (as defined in the Bond Trust Deed) HEREBY:

(1)        sanctions and approves the STID Proposal in respect of the Interim RP Launch Waiver from TWUL dated 25 October 2024 to which this Extraordinary Resolution relates (the "Interim RP Launch Waiver STID Proposal") and the Waiver Letter (as defined in the STID Proposal) insofar as it relates to the Interim RP Launch Waiver STID Proposal, which is defined and described in the Solicitation Memorandum (as defined below);

(2)        assents to and authorises, directs, requests and empowers the Bond Trustee to (i) vote in favour of the Interim RP Launch Waiver STID Proposal, (ii) to direct the Security Trustee to execute the Waiver Letter insofar as it relates to the Interim RP Launch Waiver STID Proposal, and (iii) take all other actions including executing any other documents necessary, desirable or expedient to implement the Interim RP Launch Waiver STID Proposal and the waiver proposed in such STID Proposal;

(3)        waives any claim Bondholders may have against the Bond Trustee or Security Trustee as a result of any liability they may suffer or incur as a result of acting upon this Extraordinary Resolution and its implementation (including but not limited to circumstances where it is subsequently found that this Extraordinary Resolution is not valid or binding);

(4)        holds harmless, discharges and exonerates and (to the extent permitted or not restricted under the laws and regulations applicable to it) indemnifies the Bond Trustee and the Security Trustee from and against all liability for which it may have become or may become liable as a result of acting in accordance with this Extraordinary Resolution under the Bonds, the Finance Documents or otherwise in respect of any act or omission, including, without limitation, in connection with this Extraordinary Resolution or its implementation, such waivers or modifications in the Waiver Letter or the implementation thereof;

(5)        sanctions and assents to every abrogation, amendment, modification, compromise or arrangement in respect of the rights of the Bondholders against the Issuer or the relevant Guarantors or against any of their property whether such rights shall arise under the Bonds, the Finance Documents or otherwise involved in or resulting from the Interim RP Launch Waiver STID Proposal, this Extraordinary Resolution, the Waiver Letter, or their implementation and/or the waivers and modifications to the Bonds, the Finance Documents or otherwise (in each case, in accordance with the terms of the Interim RP Launch Waiver STID Proposal and the Waiver Letter) or their implementation;

(6)        approves that the Bond Trustee be and is hereby authorised and instructed not to obtain any legal opinions in relation to, or to enquire into the power and the capacity of any person to enter into the Waiver Letter or any other waivers to the Finance Documents of the due execution and delivery thereof by any party thereto or the validity and enforceability thereof; and

(7)        acknowledges that the approval of the Interim RP Launch Waiver STID Proposal is not conditional on the approval of the other STID Proposals.

Unless the context otherwise requires, capitalised terms used in this Extraordinary Resolution shall bear the meanings given to them in the Bond Trust Deed or, as applicable, the Solicitation Memorandum prepared by the Issuer and dated 25 October 2024 (the "Solicitation Memorandum")".

 

EXTRAORDINARY RESOLUTION IN RESPECT OF THE RESERVE ACCOUNT RESTRICTED CASH RELEASE WAIVER OF THE £200,000,000 6.5 per cent. Guaranteed Bonds due 9 February 2032

 

"THAT THIS MEETING (the "Meeting") of the holders of £200,000,000 6.5 per cent. Guaranteed Bonds due 9 February 2032 (the "Bondholders") guaranteed by Thames Water Utilities Holdings Limited and Thames Water Utilities Limited (each a "Guarantor" and together, the "Guarantors"), issued by Thames Water Utilities Finance plc (the "Issuer") and constituted by a trust deed originally dated 30 August 2007, as amended and restated or supplemented from time to time (the "Bond Trust Deed"), between, amongst others, the Issuer and Deutsche Trustee Company Limited (the "Bond Trustee"), by Extraordinary Resolution (as defined in the Bond Trust Deed) HEREBY:

(1)        sanctions and approves the STID Proposal in respect of the Reserve Account Restricted Cash Release Waiver from TWUL dated 25 October 2024 to which this Extraordinary Resolution relates (the "Reserve Account Restricted Cash Release Waiver STID Proposal") and the Waiver Letter (as defined in the STID Proposal) insofar as it relates to the Reserve Account Restricted Cash Release Waiver STID Proposal, which is defined and described in the Solicitation Memorandum (as defined below);

(2)        assents to and authorises, directs, requests and empowers the Bond Trustee to (i) vote in favour of the Reserve Account Restricted Cash Release Waiver STID Proposal, (ii) to direct the Security Trustee to execute the Waiver Letter insofar as it relates to the Reserve Account Restricted Cash Release Waiver STID Proposal, and (iii) take all other actions including executing any other documents necessary, desirable or expedient to implement the Reserve Account Restricted Cash Release Waiver STID Proposal and the waiver proposed in such STID Proposal;

(3)        waives any claim Bondholders may have against the Bond Trustee or Security Trustee as a result of any liability they may suffer or incur as a result of acting upon this Extraordinary Resolution and its implementation (including but not limited to circumstances where it is subsequently found that this Extraordinary Resolution is not valid or binding);

(4)        holds harmless, discharges and exonerates and (to the extent permitted or not restricted under the laws and regulations applicable to it) indemnifies the Bond Trustee and the Security Trustee from and against all liability for which it may have become or may become liable as a result of acting in accordance with this Extraordinary Resolution under the Bonds, the Finance Documents or otherwise in respect of any act or omission, including, without limitation, in connection with this Extraordinary Resolution or its implementation, such waivers or modifications in the Waiver Letter or the implementation thereof;

(5)        sanctions and assents to every abrogation, amendment, modification, compromise or arrangement in respect of the rights of the Bondholders against the Issuer or the relevant Guarantors or against any of their property whether such rights shall arise under the Bonds, the Finance Documents or otherwise involved in or resulting from the Reserve Account Restricted Cash Release Waiver STID Proposal, this Extraordinary Resolution, the Waiver Letter, or their implementation and/or the waivers and modifications to the Bonds, the Finance Documents or otherwise (in each case, in accordance with the terms of the Reserve Account Restricted Cash Release Waiver STID Proposal and the Waiver Letter) or their implementation;

(6)        approves that the Bond Trustee be and is hereby authorised and instructed not to obtain any legal opinions in relation to, or to enquire into the power and the capacity of any person to enter into the Waiver Letter or any other waivers to the Finance Documents of the due execution and delivery thereof by any party thereto or the validity and enforceability thereof; and

(7)        acknowledges that the approval of the Reserve Account Restricted Cash Release Waiver STID Proposal is not conditional on the approval of the other STID Proposals.

Unless the context otherwise requires, capitalised terms used in this Extraordinary Resolution shall bear the meanings given to them in the Bond Trust Deed or, as applicable, the Solicitation Memorandum prepared by the Issuer and dated 25 October 2024 (the "Solicitation Memorandum")".

 

EXTRAORDINARY RESOLUTION IN RESPECT OF THE COMPENSATION ACCOUNT RESTRICTED CASH RELEASE WAIVER OF THE £200,000,000 6.5 per cent. Guaranteed Bonds due 9 February 2032

 

"THAT THIS MEETING (the "Meeting") of the holders of £200,000,000 6.5 per cent. Guaranteed Bonds due 9 February 2032 (the "Bondholders") guaranteed by Thames Water Utilities Holdings Limited and Thames Water Utilities Limited (each a "Guarantor" and together, the "Guarantors"), issued by Thames Water Utilities Finance plc (the "Issuer") and constituted by a trust deed originally dated 30 August 2007, as amended and restated or supplemented from time to time (the "Bond Trust Deed"), between, amongst others, the Issuer and Deutsche Trustee Company Limited (the "Bond Trustee"), by Extraordinary Resolution (as defined in the Bond Trust Deed) HEREBY:

(1)        sanctions and approves the STID Proposal in respect of the Compensation Account Restricted Cash Release Waiver from TWUL dated 25 October 2024 to which this Extraordinary Resolution relates (the "Compensation Account Restricted Cash Release Waiver STID Proposal") and the Waiver Letter (as defined in the STID Proposal) insofar as it relates to the Compensation Account Restricted Cash Release Waiver STID Proposal, which is defined and described in the Solicitation Memorandum (as defined below);

(2)        assents to and authorises, directs, requests and empowers the Bond Trustee to (i) vote in favour of the Compensation Account Restricted Cash Release Waiver STID Proposal, (ii) to direct the Security Trustee to execute the Waiver Letter insofar as it relates to the Compensation Account Restricted Cash Release Waiver STID Proposal, and (iii) take all other actions including executing any other documents necessary, desirable or expedient to implement the Compensation Account Restricted Cash Release Waiver STID Proposal and the waiver proposed in such STID Proposal;

(3)        waives any claim Bondholders may have against the Bond Trustee or Security Trustee as a result of any liability they may suffer or incur as a result of acting upon this Extraordinary Resolution and its implementation (including but not limited to circumstances where it is subsequently found that this Extraordinary Resolution is not valid or binding);

(4)        holds harmless, discharges and exonerates and (to the extent permitted or not restricted under the laws and regulations applicable to it) indemnifies the Bond Trustee and the Security Trustee from and against all liability for which it may have become or may become liable as a result of acting in accordance with this Extraordinary Resolution under the Bonds, the Finance Documents or otherwise in respect of any act or omission, including, without limitation, in connection with this Extraordinary Resolution or its implementation, such waivers or modifications in the Waiver Letter or the implementation thereof;

(5)        sanctions and assents to every abrogation, amendment, modification, compromise or arrangement in respect of the rights of the Bondholders against the Issuer or the relevant Guarantors or against any of their property whether such rights shall arise under the Bonds, the Finance Documents or otherwise involved in or resulting from the Compensation Account Restricted Cash Release Waiver STID Proposal, this Extraordinary Resolution, the Waiver Letter, or their implementation and/or the waivers and modifications to the Bonds, the Finance Documents or otherwise (in each case, in accordance with the terms of the Compensation Account Restricted Cash Release Waiver STID Proposal and the Waiver Letter) or their implementation;

(6)        approves that the Bond Trustee be and is hereby authorised and instructed not to obtain any legal opinions in relation to, or to enquire into the power and the capacity of any person to enter into the Waiver Letter or any other waivers to the Finance Documents of the due execution and delivery thereof by any party thereto or the validity and enforceability thereof; and

(7)        acknowledges that the approval of the Compensation Account Restricted Cash Release Waiver STID Proposal is not conditional on the approval of the other STID Proposals.

Unless the context otherwise requires, capitalised terms used in this Extraordinary Resolution shall bear the meanings given to them in the Bond Trust Deed or, as applicable, the Solicitation Memorandum prepared by the Issuer and dated 25 October 2024 (the "Solicitation Memorandum")".

 

EXTRAORDINARY RESOLUTION IN RESPECT OF THE SEPTEMBER INTERIM ACCOUNTS WAIVER OF THE £200,000,000 6.5 per cent. Guaranteed Bonds due 9 February 2032

 

"THAT THIS MEETING (the "Meeting") of the holders of £200,000,000 6.5 per cent. Guaranteed Bonds due 9 February 2032 (the "Bondholders") guaranteed by Thames Water Utilities Holdings Limited and Thames Water Utilities Limited (each a "Guarantor" and together, the "Guarantors"), issued by Thames Water Utilities Finance plc (the "Issuer") and constituted by a trust deed originally dated 30 August 2007, as amended and restated or supplemented from time to time (the "Bond Trust Deed"), between, amongst others, the Issuer and Deutsche Trustee Company Limited (the "Bond Trustee"), by Extraordinary Resolution (as defined in the Bond Trust Deed) HEREBY:

(1)        sanctions and approves the STID Proposal in respect of the September Interim Accounts Waiver from TWUL dated 25 October 2024 to which this Extraordinary Resolution relates (the "September Interim Accounts Waiver STID Proposal") and the Waiver Letter (as defined in the STID Proposal) insofar as it relates to the September Interim Accounts Waiver STID Proposal, which is defined and described in the Solicitation Memorandum (as defined below);

(2)        assents to and authorises, directs, requests and empowers the Bond Trustee to (i) vote in favour of the September Interim Accounts Waiver STID Proposal, (ii) to direct the Security Trustee to execute the Waiver Letter insofar as it relates to the September Interim Accounts Waiver STID Proposal, and (iii) take all other actions including executing any other documents necessary, desirable or expedient to implement the September Interim Accounts Waiver STID Proposal and the waiver proposed in such STID Proposal;

(3)        waives any claim Bondholders may have against the Bond Trustee or Security Trustee as a result of any liability they may suffer or incur as a result of acting upon this Extraordinary Resolution and its implementation (including but not limited to circumstances where it is subsequently found that this Extraordinary Resolution is not valid or binding);

(4)        holds harmless, discharges and exonerates and (to the extent permitted or not restricted under the laws and regulations applicable to it) indemnifies the Bond Trustee and the Security Trustee from and against all liability for which it may have become or may become liable as a result of acting in accordance with this Extraordinary Resolution under the Bonds, the Finance Documents or otherwise in respect of any act or omission, including, without limitation, in connection with this Extraordinary Resolution or its implementation, such waivers or modifications in the Waiver Letter or the implementation thereof;

(5)        sanctions and assents to every abrogation, amendment, modification, compromise or arrangement in respect of the rights of the Bondholders against the Issuer or the relevant Guarantors or against any of their property whether such rights shall arise under the Bonds, the Finance Documents or otherwise involved in or resulting from the September Interim Accounts Waiver STID Proposal, this Extraordinary Resolution, the Waiver Letter, or their implementation and/or the waivers and modifications to the Bonds, the Finance Documents or otherwise (in each case, in accordance with the terms of the September Interim Accounts Waiver STID Proposal and the Waiver Letter) or their implementation;

(6)        approves that the Bond Trustee be and is hereby authorised and instructed not to obtain any legal opinions in relation to, or to enquire into the power and the capacity of any person to enter into the Waiver Letter or any other waivers to the Finance Documents of the due execution and delivery thereof by any party thereto or the validity and enforceability thereof; and

(7)        acknowledges that the approval of the September Interim Accounts Waiver STID Proposal is not conditional on the approval of the other STID Proposals.

Unless the context otherwise requires, capitalised terms used in this Extraordinary Resolution shall bear the meanings given to them in the Bond Trust Deed or, as applicable, the Solicitation Memorandum prepared by the Issuer and dated 25 October 2024 (the "Solicitation Memorandum")".

 

EXTRAORDINARY RESOLUTION IN RESPECT OF THE INTERIM RP LAUNCH WAIVER OF THE £300,000,000 4.375 per cent. Class A Guaranteed Unwrapped Bonds due 3 July 2034

 

"THAT THIS MEETING (the "Meeting") of the holders of £300,000,000 4.375 per cent. Class A Guaranteed Unwrapped Bonds due 3 July 2034 (the "Bondholders") guaranteed by Thames Water Utilities Holdings Limited and Thames Water Utilities Limited (each a "Guarantor" and together, the "Guarantors"), issued by Thames Water Utilities Finance plc (the "Issuer") and constituted by a trust deed originally dated 30 August 2007, as amended and restated or supplemented from time to time (the "Bond Trust Deed"), between, amongst others, the Issuer and Deutsche Trustee Company Limited (the "Bond Trustee"), by Extraordinary Resolution (as defined in the Bond Trust Deed) HEREBY:

(1)        sanctions and approves the STID Proposal in respect of the Interim RP Launch Waiver from TWUL dated 25 October 2024 to which this Extraordinary Resolution relates (the "Interim RP Launch Waiver STID Proposal") and the Waiver Letter (as defined in the STID Proposal) insofar as it relates to the Interim RP Launch Waiver STID Proposal, which is defined and described in the Solicitation Memorandum (as defined below);

(2)        assents to and authorises, directs, requests and empowers the Bond Trustee to (i) vote in favour of the Interim RP Launch Waiver STID Proposal, (ii) to direct the Security Trustee to execute the Waiver Letter insofar as it relates to the Interim RP Launch Waiver STID Proposal, and (iii) take all other actions including executing any other documents necessary, desirable or expedient to implement the Interim RP Launch Waiver STID Proposal and the waiver proposed in such STID Proposal;

(3)        waives any claim Bondholders may have against the Bond Trustee or Security Trustee as a result of any liability they may suffer or incur as a result of acting upon this Extraordinary Resolution and its implementation (including but not limited to circumstances where it is subsequently found that this Extraordinary Resolution is not valid or binding);

(4)        holds harmless, discharges and exonerates and (to the extent permitted or not restricted under the laws and regulations applicable to it) indemnifies the Bond Trustee and the Security Trustee from and against all liability for which it may have become or may become liable as a result of acting in accordance with this Extraordinary Resolution under the Bonds, the Finance Documents or otherwise in respect of any act or omission, including, without limitation, in connection with this Extraordinary Resolution or its implementation, such waivers or modifications in the Waiver Letter or the implementation thereof;

(5)        sanctions and assents to every abrogation, amendment, modification, compromise or arrangement in respect of the rights of the Bondholders against the Issuer or the relevant Guarantors or against any of their property whether such rights shall arise under the Bonds, the Finance Documents or otherwise involved in or resulting from the Interim RP Launch Waiver STID Proposal, this Extraordinary Resolution, the Waiver Letter, or their implementation and/or the waivers and modifications to the Bonds, the Finance Documents or otherwise (in each case, in accordance with the terms of the Interim RP Launch Waiver STID Proposal and the Waiver Letter) or their implementation;

(6)        approves that the Bond Trustee be and is hereby authorised and instructed not to obtain any legal opinions in relation to, or to enquire into the power and the capacity of any person to enter into the Waiver Letter or any other waivers to the Finance Documents of the due execution and delivery thereof by any party thereto or the validity and enforceability thereof; and

(7)        acknowledges that the approval of the Interim RP Launch Waiver STID Proposal is not conditional on the approval of the other STID Proposals.

Unless the context otherwise requires, capitalised terms used in this Extraordinary Resolution shall bear the meanings given to them in the Bond Trust Deed or, as applicable, the Solicitation Memorandum prepared by the Issuer and dated 25 October 2024 (the "Solicitation Memorandum")".

 

EXTRAORDINARY RESOLUTION IN RESPECT OF THE RESERVE ACCOUNT RESTRICTED CASH RELEASE WAIVER OF THE £300,000,000 4.375 per cent. Class A Guaranteed Unwrapped Bonds due 3 July 2034

 

"THAT THIS MEETING (the "Meeting") of the holders of £300,000,000 4.375 per cent. Class A Guaranteed Unwrapped Bonds due 3 July 2034 (the "Bondholders") guaranteed by Thames Water Utilities Holdings Limited and Thames Water Utilities Limited (each a "Guarantor" and together, the "Guarantors"), issued by Thames Water Utilities Finance plc (the "Issuer") and constituted by a trust deed originally dated 30 August 2007, as amended and restated or supplemented from time to time (the "Bond Trust Deed"), between, amongst others, the Issuer and Deutsche Trustee Company Limited (the "Bond Trustee"), by Extraordinary Resolution (as defined in the Bond Trust Deed) HEREBY:

(1)        sanctions and approves the STID Proposal in respect of the Reserve Account Restricted Cash Release Waiver from TWUL dated 25 October 2024 to which this Extraordinary Resolution relates (the "Reserve Account Restricted Cash Release Waiver STID Proposal") and the Waiver Letter (as defined in the STID Proposal) insofar as it relates to the Reserve Account Restricted Cash Release Waiver STID Proposal, which is defined and described in the Solicitation Memorandum (as defined below);

(2)        assents to and authorises, directs, requests and empowers the Bond Trustee to (i) vote in favour of the Reserve Account Restricted Cash Release Waiver STID Proposal, (ii) to direct the Security Trustee to execute the Waiver Letter insofar as it relates to the Reserve Account Restricted Cash Release Waiver STID Proposal, and (iii) take all other actions including executing any other documents necessary, desirable or expedient to implement the Reserve Account Restricted Cash Release Waiver STID Proposal and the waiver proposed in such STID Proposal;

(3)        waives any claim Bondholders may have against the Bond Trustee or Security Trustee as a result of any liability they may suffer or incur as a result of acting upon this Extraordinary Resolution and its implementation (including but not limited to circumstances where it is subsequently found that this Extraordinary Resolution is not valid or binding);

(4)        holds harmless, discharges and exonerates and (to the extent permitted or not restricted under the laws and regulations applicable to it) indemnifies the Bond Trustee and the Security Trustee from and against all liability for which it may have become or may become liable as a result of acting in accordance with this Extraordinary Resolution under the Bonds, the Finance Documents or otherwise in respect of any act or omission, including, without limitation, in connection with this Extraordinary Resolution or its implementation, such waivers or modifications in the Waiver Letter or the implementation thereof;

(5)        sanctions and assents to every abrogation, amendment, modification, compromise or arrangement in respect of the rights of the Bondholders against the Issuer or the relevant Guarantors or against any of their property whether such rights shall arise under the Bonds, the Finance Documents or otherwise involved in or resulting from the Reserve Account Restricted Cash Release Waiver STID Proposal, this Extraordinary Resolution, the Waiver Letter, or their implementation and/or the waivers and modifications to the Bonds, the Finance Documents or otherwise (in each case, in accordance with the terms of the Reserve Account Restricted Cash Release Waiver STID Proposal and the Waiver Letter) or their implementation;

(6)        approves that the Bond Trustee be and is hereby authorised and instructed not to obtain any legal opinions in relation to, or to enquire into the power and the capacity of any person to enter into the Waiver Letter or any other waivers to the Finance Documents of the due execution and delivery thereof by any party thereto or the validity and enforceability thereof; and

(7)        acknowledges that the approval of the Reserve Account Restricted Cash Release Waiver STID Proposal is not conditional on the approval of the other STID Proposals.

Unless the context otherwise requires, capitalised terms used in this Extraordinary Resolution shall bear the meanings given to them in the Bond Trust Deed or, as applicable, the Solicitation Memorandum prepared by the Issuer and dated 25 October 2024 (the "Solicitation Memorandum")".

 

EXTRAORDINARY RESOLUTION IN RESPECT OF THE COMPENSATION ACCOUNT RESTRICTED CASH RELEASE WAIVER OF THE £300,000,000 4.375 per cent. Class A Guaranteed Unwrapped Bonds due 3 July 2034

 

"THAT THIS MEETING (the "Meeting") of the holders of £300,000,000 4.375 per cent. Class A Guaranteed Unwrapped Bonds due 3 July 2034 (the "Bondholders") guaranteed by Thames Water Utilities Holdings Limited and Thames Water Utilities Limited (each a "Guarantor" and together, the "Guarantors"), issued by Thames Water Utilities Finance plc (the "Issuer") and constituted by a trust deed originally dated 30 August 2007, as amended and restated or supplemented from time to time (the "Bond Trust Deed"), between, amongst others, the Issuer and Deutsche Trustee Company Limited (the "Bond Trustee"), by Extraordinary Resolution (as defined in the Bond Trust Deed) HEREBY:

(1)        sanctions and approves the STID Proposal in respect of the Compensation Account Restricted Cash Release Waiver from TWUL dated 25 October 2024 to which this Extraordinary Resolution relates (the "Compensation Account Restricted Cash Release Waiver STID Proposal") and the Waiver Letter (as defined in the STID Proposal) insofar as it relates to the Compensation Account Restricted Cash Release Waiver STID Proposal, which is defined and described in the Solicitation Memorandum (as defined below);

(2)        assents to and authorises, directs, requests and empowers the Bond Trustee to (i) vote in favour of the Compensation Account Restricted Cash Release Waiver STID Proposal, (ii) to direct the Security Trustee to execute the Waiver Letter insofar as it relates to the Compensation Account Restricted Cash Release Waiver STID Proposal, and (iii) take all other actions including executing any other documents necessary, desirable or expedient to implement the Compensation Account Restricted Cash Release Waiver STID Proposal and the waiver proposed in such STID Proposal;

(3)        waives any claim Bondholders may have against the Bond Trustee or Security Trustee as a result of any liability they may suffer or incur as a result of acting upon this Extraordinary Resolution and its implementation (including but not limited to circumstances where it is subsequently found that this Extraordinary Resolution is not valid or binding);

(4)        holds harmless, discharges and exonerates and (to the extent permitted or not restricted under the laws and regulations applicable to it) indemnifies the Bond Trustee and the Security Trustee from and against all liability for which it may have become or may become liable as a result of acting in accordance with this Extraordinary Resolution under the Bonds, the Finance Documents or otherwise in respect of any act or omission, including, without limitation, in connection with this Extraordinary Resolution or its implementation, such waivers or modifications in the Waiver Letter or the implementation thereof;

(5)        sanctions and assents to every abrogation, amendment, modification, compromise or arrangement in respect of the rights of the Bondholders against the Issuer or the relevant Guarantors or against any of their property whether such rights shall arise under the Bonds, the Finance Documents or otherwise involved in or resulting from the Compensation Account Restricted Cash Release Waiver STID Proposal, this Extraordinary Resolution, the Waiver Letter, or their implementation and/or the waivers and modifications to the Bonds, the Finance Documents or otherwise (in each case, in accordance with the terms of the Compensation Account Restricted Cash Release Waiver STID Proposal and the Waiver Letter) or their implementation;

(6)        approves that the Bond Trustee be and is hereby authorised and instructed not to obtain any legal opinions in relation to, or to enquire into the power and the capacity of any person to enter into the Waiver Letter or any other waivers to the Finance Documents of the due execution and delivery thereof by any party thereto or the validity and enforceability thereof; and

(7)        acknowledges that the approval of the Compensation Account Restricted Cash Release Waiver STID Proposal is not conditional on the approval of the other STID Proposals.

Unless the context otherwise requires, capitalised terms used in this Extraordinary Resolution shall bear the meanings given to them in the Bond Trust Deed or, as applicable, the Solicitation Memorandum prepared by the Issuer and dated 25 October 2024 (the "Solicitation Memorandum")".

 

EXTRAORDINARY RESOLUTION IN RESPECT OF THE SEPTEMBER INTERIM ACCOUNTS WAIVER OF THE £300,000,000 4.375 per cent. Class A Guaranteed Unwrapped Bonds due 3 July 2034

 

"THAT THIS MEETING (the "Meeting") of the holders of £300,000,000 4.375 per cent. Class A Guaranteed Unwrapped Bonds due 3 July 2034 (the "Bondholders") guaranteed by Thames Water Utilities Holdings Limited and Thames Water Utilities Limited (each a "Guarantor" and together, the "Guarantors"), issued by Thames Water Utilities Finance plc (the "Issuer") and constituted by a trust deed originally dated 30 August 2007, as amended and restated or supplemented from time to time (the "Bond Trust Deed"), between, amongst others, the Issuer and Deutsche Trustee Company Limited (the "Bond Trustee"), by Extraordinary Resolution (as defined in the Bond Trust Deed) HEREBY:

(1)        sanctions and approves the STID Proposal in respect of the September Interim Accounts Waiver from TWUL dated 25 October 2024 to which this Extraordinary Resolution relates (the "September Interim Accounts Waiver STID Proposal") and the Waiver Letter (as defined in the STID Proposal) insofar as it relates to the September Interim Accounts Waiver STID Proposal, which is defined and described in the Solicitation Memorandum (as defined below);

(2)        assents to and authorises, directs, requests and empowers the Bond Trustee to (i) vote in favour of the September Interim Accounts Waiver STID Proposal, (ii) to direct the Security Trustee to execute the Waiver Letter insofar as it relates to the September Interim Accounts Waiver STID Proposal, and (iii) take all other actions including executing any other documents necessary, desirable or expedient to implement the September Interim Accounts Waiver STID Proposal and the waiver proposed in such STID Proposal;

(3)        waives any claim Bondholders may have against the Bond Trustee or Security Trustee as a result of any liability they may suffer or incur as a result of acting upon this Extraordinary Resolution and its implementation (including but not limited to circumstances where it is subsequently found that this Extraordinary Resolution is not valid or binding);

(4)        holds harmless, discharges and exonerates and (to the extent permitted or not restricted under the laws and regulations applicable to it) indemnifies the Bond Trustee and the Security Trustee from and against all liability for which it may have become or may become liable as a result of acting in accordance with this Extraordinary Resolution under the Bonds, the Finance Documents or otherwise in respect of any act or omission, including, without limitation, in connection with this Extraordinary Resolution or its implementation, such waivers or modifications in the Waiver Letter or the implementation thereof;

(5)        sanctions and assents to every abrogation, amendment, modification, compromise or arrangement in respect of the rights of the Bondholders against the Issuer or the relevant Guarantors or against any of their property whether such rights shall arise under the Bonds, the Finance Documents or otherwise involved in or resulting from the September Interim Accounts Waiver STID Proposal, this Extraordinary Resolution, the Waiver Letter, or their implementation and/or the waivers and modifications to the Bonds, the Finance Documents or otherwise (in each case, in accordance with the terms of the September Interim Accounts Waiver STID Proposal and the Waiver Letter) or their implementation;

(6)        approves that the Bond Trustee be and is hereby authorised and instructed not to obtain any legal opinions in relation to, or to enquire into the power and the capacity of any person to enter into the Waiver Letter or any other waivers to the Finance Documents of the due execution and delivery thereof by any party thereto or the validity and enforceability thereof; and

(7)        acknowledges that the approval of the September Interim Accounts Waiver STID Proposal is not conditional on the approval of the other STID Proposals.

Unless the context otherwise requires, capitalised terms used in this Extraordinary Resolution shall bear the meanings given to them in the Bond Trust Deed or, as applicable, the Solicitation Memorandum prepared by the Issuer and dated 25 October 2024 (the "Solicitation Memorandum")".

 

EXTRAORDINARY RESOLUTION IN RESPECT OF THE INTERIM RP LAUNCH WAIVER OF THE £40,000,000 0.75 per cent. Index Linked Class A Bonds due 18 December 2034

 

"THAT THIS MEETING (the "Meeting") of the holders of £40,000,000 0.75 per cent. Index Linked Class A Bonds due 18 December 2034 (the "Bondholders") guaranteed by Thames Water Utilities Holdings Limited and Thames Water Utilities Limited (each a "Guarantor" and together, the "Guarantors"), issued by Thames Water Utilities Finance plc (the "Issuer") and constituted by a trust deed originally dated 30 August 2007, as amended and restated or supplemented from time to time (the "Bond Trust Deed"), between, amongst others, the Issuer and Deutsche Trustee Company Limited (the "Bond Trustee"), by Extraordinary Resolution (as defined in the Bond Trust Deed) HEREBY:

(1)        sanctions and approves the STID Proposal in respect of the Interim RP Launch Waiver from TWUL dated 25 October 2024 to which this Extraordinary Resolution relates (the "Interim RP Launch Waiver STID Proposal") and the Waiver Letter (as defined in the STID Proposal) insofar as it relates to the Interim RP Launch Waiver STID Proposal, which is defined and described in the Solicitation Memorandum (as defined below);

(2)        assents to and authorises, directs, requests and empowers the Bond Trustee to (i) vote in favour of the Interim RP Launch Waiver STID Proposal, (ii) to direct the Security Trustee to execute the Waiver Letter insofar as it relates to the Interim RP Launch Waiver STID Proposal, and (iii) take all other actions including executing any other documents necessary, desirable or expedient to implement the Interim RP Launch Waiver STID Proposal and the waiver proposed in such STID Proposal;

(3)        waives any claim Bondholders may have against the Bond Trustee or Security Trustee as a result of any liability they may suffer or incur as a result of acting upon this Extraordinary Resolution and its implementation (including but not limited to circumstances where it is subsequently found that this Extraordinary Resolution is not valid or binding);

(4)        holds harmless, discharges and exonerates and (to the extent permitted or not restricted under the laws and regulations applicable to it) indemnifies the Bond Trustee and the Security Trustee from and against all liability for which it may have become or may become liable as a result of acting in accordance with this Extraordinary Resolution under the Bonds, the Finance Documents or otherwise in respect of any act or omission, including, without limitation, in connection with this Extraordinary Resolution or its implementation, such waivers or modifications in the Waiver Letter or the implementation thereof;

(5)        sanctions and assents to every abrogation, amendment, modification, compromise or arrangement in respect of the rights of the Bondholders against the Issuer or the relevant Guarantors or against any of their property whether such rights shall arise under the Bonds, the Finance Documents or otherwise involved in or resulting from the Interim RP Launch Waiver STID Proposal, this Extraordinary Resolution, the Waiver Letter, or their implementation and/or the waivers and modifications to the Bonds, the Finance Documents or otherwise (in each case, in accordance with the terms of the Interim RP Launch Waiver STID Proposal and the Waiver Letter) or their implementation;

(6)        approves that the Bond Trustee be and is hereby authorised and instructed not to obtain any legal opinions in relation to, or to enquire into the power and the capacity of any person to enter into the Waiver Letter or any other waivers to the Finance Documents of the due execution and delivery thereof by any party thereto or the validity and enforceability thereof; and

(7)        acknowledges that the approval of the Interim RP Launch Waiver STID Proposal is not conditional on the approval of the other STID Proposals.

Unless the context otherwise requires, capitalised terms used in this Extraordinary Resolution shall bear the meanings given to them in the Bond Trust Deed or, as applicable, the Solicitation Memorandum prepared by the Issuer and dated 25 October 2024 (the "Solicitation Memorandum")".

 

EXTRAORDINARY RESOLUTION IN RESPECT OF THE RESERVE ACCOUNT RESTRICTED CASH RELEASE WAIVER OF THE £40,000,000 0.75 per cent. Index Linked Class A Bonds due 18 December 2034

 

"THAT THIS MEETING (the "Meeting") of the holders of £40,000,000 0.75 per cent. Index Linked Class A Bonds due 18 December 2034 (the "Bondholders") guaranteed by Thames Water Utilities Holdings Limited and Thames Water Utilities Limited (each a "Guarantor" and together, the "Guarantors"), issued by Thames Water Utilities Finance plc (the "Issuer") and constituted by a trust deed originally dated 30 August 2007, as amended and restated or supplemented from time to time (the "Bond Trust Deed"), between, amongst others, the Issuer and Deutsche Trustee Company Limited (the "Bond Trustee"), by Extraordinary Resolution (as defined in the Bond Trust Deed) HEREBY:

(1)        sanctions and approves the STID Proposal in respect of the Reserve Account Restricted Cash Release Waiver from TWUL dated 25 October 2024 to which this Extraordinary Resolution relates (the "Reserve Account Restricted Cash Release Waiver STID Proposal") and the Waiver Letter (as defined in the STID Proposal) insofar as it relates to the Reserve Account Restricted Cash Release Waiver STID Proposal, which is defined and described in the Solicitation Memorandum (as defined below);

(2)        assents to and authorises, directs, requests and empowers the Bond Trustee to (i) vote in favour of the Reserve Account Restricted Cash Release Waiver STID Proposal, (ii) to direct the Security Trustee to execute the Waiver Letter insofar as it relates to the Reserve Account Restricted Cash Release Waiver STID Proposal, and (iii) take all other actions including executing any other documents necessary, desirable or expedient to implement the Reserve Account Restricted Cash Release Waiver STID Proposal and the waiver proposed in such STID Proposal;

(3)        waives any claim Bondholders may have against the Bond Trustee or Security Trustee as a result of any liability they may suffer or incur as a result of acting upon this Extraordinary Resolution and its implementation (including but not limited to circumstances where it is subsequently found that this Extraordinary Resolution is not valid or binding);

(4)        holds harmless, discharges and exonerates and (to the extent permitted or not restricted under the laws and regulations applicable to it) indemnifies the Bond Trustee and the Security Trustee from and against all liability for which it may have become or may become liable as a result of acting in accordance with this Extraordinary Resolution under the Bonds, the Finance Documents or otherwise in respect of any act or omission, including, without limitation, in connection with this Extraordinary Resolution or its implementation, such waivers or modifications in the Waiver Letter or the implementation thereof;

(5)        sanctions and assents to every abrogation, amendment, modification, compromise or arrangement in respect of the rights of the Bondholders against the Issuer or the relevant Guarantors or against any of their property whether such rights shall arise under the Bonds, the Finance Documents or otherwise involved in or resulting from the Reserve Account Restricted Cash Release Waiver STID Proposal, this Extraordinary Resolution, the Waiver Letter, or their implementation and/or the waivers and modifications to the Bonds, the Finance Documents or otherwise (in each case, in accordance with the terms of the Reserve Account Restricted Cash Release Waiver STID Proposal and the Waiver Letter) or their implementation;

(6)        approves that the Bond Trustee be and is hereby authorised and instructed not to obtain any legal opinions in relation to, or to enquire into the power and the capacity of any person to enter into the Waiver Letter or any other waivers to the Finance Documents of the due execution and delivery thereof by any party thereto or the validity and enforceability thereof; and

(7)        acknowledges that the approval of the Reserve Account Restricted Cash Release Waiver STID Proposal is not conditional on the approval of the other STID Proposals.

Unless the context otherwise requires, capitalised terms used in this Extraordinary Resolution shall bear the meanings given to them in the Bond Trust Deed or, as applicable, the Solicitation Memorandum prepared by the Issuer and dated 25 October 2024 (the "Solicitation Memorandum")".

 

EXTRAORDINARY RESOLUTION IN RESPECT OF THE COMPENSATION ACCOUNT RESTRICTED CASH RELEASE WAIVER OF THE £40,000,000 0.75 per cent. Index Linked Class A Bonds due 18 December 2034

 

"THAT THIS MEETING (the "Meeting") of the holders of £40,000,000 0.75 per cent. Index Linked Class A Bonds due 18 December 2034 (the "Bondholders") guaranteed by Thames Water Utilities Holdings Limited and Thames Water Utilities Limited (each a "Guarantor" and together, the "Guarantors"), issued by Thames Water Utilities Finance plc (the "Issuer") and constituted by a trust deed originally dated 30 August 2007, as amended and restated or supplemented from time to time (the "Bond Trust Deed"), between, amongst others, the Issuer and Deutsche Trustee Company Limited (the "Bond Trustee"), by Extraordinary Resolution (as defined in the Bond Trust Deed) HEREBY:

(1)        sanctions and approves the STID Proposal in respect of the Compensation Account Restricted Cash Release Waiver from TWUL dated 25 October 2024 to which this Extraordinary Resolution relates (the "Compensation Account Restricted Cash Release Waiver STID Proposal") and the Waiver Letter (as defined in the STID Proposal) insofar as it relates to the Compensation Account Restricted Cash Release Waiver STID Proposal, which is defined and described in the Solicitation Memorandum (as defined below);

(2)        assents to and authorises, directs, requests and empowers the Bond Trustee to (i) vote in favour of the Compensation Account Restricted Cash Release Waiver STID Proposal, (ii) to direct the Security Trustee to execute the Waiver Letter insofar as it relates to the Compensation Account Restricted Cash Release Waiver STID Proposal, and (iii) take all other actions including executing any other documents necessary, desirable or expedient to implement the Compensation Account Restricted Cash Release Waiver STID Proposal and the waiver proposed in such STID Proposal;

(3)        waives any claim Bondholders may have against the Bond Trustee or Security Trustee as a result of any liability they may suffer or incur as a result of acting upon this Extraordinary Resolution and its implementation (including but not limited to circumstances where it is subsequently found that this Extraordinary Resolution is not valid or binding);

(4)        holds harmless, discharges and exonerates and (to the extent permitted or not restricted under the laws and regulations applicable to it) indemnifies the Bond Trustee and the Security Trustee from and against all liability for which it may have become or may become liable as a result of acting in accordance with this Extraordinary Resolution under the Bonds, the Finance Documents or otherwise in respect of any act or omission, including, without limitation, in connection with this Extraordinary Resolution or its implementation, such waivers or modifications in the Waiver Letter or the implementation thereof;

(5)        sanctions and assents to every abrogation, amendment, modification, compromise or arrangement in respect of the rights of the Bondholders against the Issuer or the relevant Guarantors or against any of their property whether such rights shall arise under the Bonds, the Finance Documents or otherwise involved in or resulting from the Compensation Account Restricted Cash Release Waiver STID Proposal, this Extraordinary Resolution, the Waiver Letter, or their implementation and/or the waivers and modifications to the Bonds, the Finance Documents or otherwise (in each case, in accordance with the terms of the Compensation Account Restricted Cash Release Waiver STID Proposal and the Waiver Letter) or their implementation;

(6)        approves that the Bond Trustee be and is hereby authorised and instructed not to obtain any legal opinions in relation to, or to enquire into the power and the capacity of any person to enter into the Waiver Letter or any other waivers to the Finance Documents of the due execution and delivery thereof by any party thereto or the validity and enforceability thereof; and

(7)        acknowledges that the approval of the Compensation Account Restricted Cash Release Waiver STID Proposal is not conditional on the approval of the other STID Proposals.

Unless the context otherwise requires, capitalised terms used in this Extraordinary Resolution shall bear the meanings given to them in the Bond Trust Deed or, as applicable, the Solicitation Memorandum prepared by the Issuer and dated 25 October 2024 (the "Solicitation Memorandum")".

 

EXTRAORDINARY RESOLUTION IN RESPECT OF THE SEPTEMBER INTERIM ACCOUNTS WAIVER OF THE £40,000,000 0.75 per cent. Index Linked Class A Bonds due 18 December 2034

 

"THAT THIS MEETING (the "Meeting") of the holders of £40,000,000 0.75 per cent. Index Linked Class A Bonds due 18 December 2034 (the "Bondholders") guaranteed by Thames Water Utilities Holdings Limited and Thames Water Utilities Limited (each a "Guarantor" and together, the "Guarantors"), issued by Thames Water Utilities Finance plc (the "Issuer") and constituted by a trust deed originally dated 30 August 2007, as amended and restated or supplemented from time to time (the "Bond Trust Deed"), between, amongst others, the Issuer and Deutsche Trustee Company Limited (the "Bond Trustee"), by Extraordinary Resolution (as defined in the Bond Trust Deed) HEREBY:

(1)        sanctions and approves the STID Proposal in respect of the September Interim Accounts Waiver from TWUL dated 25 October 2024 to which this Extraordinary Resolution relates (the "September Interim Accounts Waiver STID Proposal") and the Waiver Letter (as defined in the STID Proposal) insofar as it relates to the September Interim Accounts Waiver STID Proposal, which is defined and described in the Solicitation Memorandum (as defined below);

(2)        assents to and authorises, directs, requests and empowers the Bond Trustee to (i) vote in favour of the September Interim Accounts Waiver STID Proposal, (ii) to direct the Security Trustee to execute the Waiver Letter insofar as it relates to the September Interim Accounts Waiver STID Proposal, and (iii) take all other actions including executing any other documents necessary, desirable or expedient to implement the September Interim Accounts Waiver STID Proposal and the waiver proposed in such STID Proposal;

(3)        waives any claim Bondholders may have against the Bond Trustee or Security Trustee as a result of any liability they may suffer or incur as a result of acting upon this Extraordinary Resolution and its implementation (including but not limited to circumstances where it is subsequently found that this Extraordinary Resolution is not valid or binding);

(4)        holds harmless, discharges and exonerates and (to the extent permitted or not restricted under the laws and regulations applicable to it) indemnifies the Bond Trustee and the Security Trustee from and against all liability for which it may have become or may become liable as a result of acting in accordance with this Extraordinary Resolution under the Bonds, the Finance Documents or otherwise in respect of any act or omission, including, without limitation, in connection with this Extraordinary Resolution or its implementation, such waivers or modifications in the Waiver Letter or the implementation thereof;

(5)        sanctions and assents to every abrogation, amendment, modification, compromise or arrangement in respect of the rights of the Bondholders against the Issuer or the relevant Guarantors or against any of their property whether such rights shall arise under the Bonds, the Finance Documents or otherwise involved in or resulting from the September Interim Accounts Waiver STID Proposal, this Extraordinary Resolution, the Waiver Letter, or their implementation and/or the waivers and modifications to the Bonds, the Finance Documents or otherwise (in each case, in accordance with the terms of the September Interim Accounts Waiver STID Proposal and the Waiver Letter) or their implementation;

(6)        approves that the Bond Trustee be and is hereby authorised and instructed not to obtain any legal opinions in relation to, or to enquire into the power and the capacity of any person to enter into the Waiver Letter or any other waivers to the Finance Documents of the due execution and delivery thereof by any party thereto or the validity and enforceability thereof; and

(7)        acknowledges that the approval of the September Interim Accounts Waiver STID Proposal is not conditional on the approval of the other STID Proposals.

Unless the context otherwise requires, capitalised terms used in this Extraordinary Resolution shall bear the meanings given to them in the Bond Trust Deed or, as applicable, the Solicitation Memorandum prepared by the Issuer and dated 25 October 2024 (the "Solicitation Memorandum")".

 

EXTRAORDINARY RESOLUTION IN RESPECT OF THE INTERIM RP LAUNCH WAIVER OF THE £600,000,000 5.125 per cent. Guaranteed Notes due 28 September 2037

 

"THAT THIS MEETING (the "Meeting") of the holders of £600,000,000 5.125 per cent. Guaranteed Notes due 28 September 2037 (the "Bondholders") guaranteed by Thames Water Utilities Holdings Limited and Thames Water Utilities Limited (each a "Guarantor" and together, the "Guarantors"), issued by Thames Water Utilities Finance plc (the "Issuer") and constituted by a trust deed originally dated 30 August 2007, as amended and restated or supplemented from time to time (the "Bond Trust Deed"), between, amongst others, the Issuer and Deutsche Trustee Company Limited (the "Bond Trustee"), by Extraordinary Resolution (as defined in the Bond Trust Deed) HEREBY:

(1)        sanctions and approves the STID Proposal in respect of the Interim RP Launch Waiver from TWUL dated 25 October 2024 to which this Extraordinary Resolution relates (the "Interim RP Launch Waiver STID Proposal") and the Waiver Letter (as defined in the STID Proposal) insofar as it relates to the Interim RP Launch Waiver STID Proposal, which is defined and described in the Solicitation Memorandum (as defined below);

(2)        assents to and authorises, directs, requests and empowers the Bond Trustee to (i) vote in favour of the Interim RP Launch Waiver STID Proposal, (ii) to direct the Security Trustee to execute the Waiver Letter insofar as it relates to the Interim RP Launch Waiver STID Proposal, and (iii) take all other actions including executing any other documents necessary, desirable or expedient to implement the Interim RP Launch Waiver STID Proposal and the waiver proposed in such STID Proposal;

(3)        waives any claim Bondholders may have against the Bond Trustee or Security Trustee as a result of any liability they may suffer or incur as a result of acting upon this Extraordinary Resolution and its implementation (including but not limited to circumstances where it is subsequently found that this Extraordinary Resolution is not valid or binding);

(4)        holds harmless, discharges and exonerates and (to the extent permitted or not restricted under the laws and regulations applicable to it) indemnifies the Bond Trustee and the Security Trustee from and against all liability for which it may have become or may become liable as a result of acting in accordance with this Extraordinary Resolution under the Bonds, the Finance Documents or otherwise in respect of any act or omission, including, without limitation, in connection with this Extraordinary Resolution or its implementation, such waivers or modifications in the Waiver Letter or the implementation thereof;

(5)        sanctions and assents to every abrogation, amendment, modification, compromise or arrangement in respect of the rights of the Bondholders against the Issuer or the relevant Guarantors or against any of their property whether such rights shall arise under the Bonds, the Finance Documents or otherwise involved in or resulting from the Interim RP Launch Waiver STID Proposal, this Extraordinary Resolution, the Waiver Letter, or their implementation and/or the waivers and modifications to the Bonds, the Finance Documents or otherwise (in each case, in accordance with the terms of the Interim RP Launch Waiver STID Proposal and the Waiver Letter) or their implementation;

(6)        approves that the Bond Trustee be and is hereby authorised and instructed not to obtain any legal opinions in relation to, or to enquire into the power and the capacity of any person to enter into the Waiver Letter or any other waivers to the Finance Documents of the due execution and delivery thereof by any party thereto or the validity and enforceability thereof; and

(7)        acknowledges that the approval of the Interim RP Launch Waiver STID Proposal is not conditional on the approval of the other STID Proposals.

Unless the context otherwise requires, capitalised terms used in this Extraordinary Resolution shall bear the meanings given to them in the Bond Trust Deed or, as applicable, the Solicitation Memorandum prepared by the Issuer and dated 25 October 2024 (the "Solicitation Memorandum")".

 

EXTRAORDINARY RESOLUTION IN RESPECT OF THE RESERVE ACCOUNT RESTRICTED CASH RELEASE WAIVER OF THE £600,000,000 5.125 per cent. Guaranteed Notes due 28 September 2037

 

"THAT THIS MEETING (the "Meeting") of the holders of £600,000,000 5.125 per cent. Guaranteed Notes due 28 September 2037 (the "Bondholders") guaranteed by Thames Water Utilities Holdings Limited and Thames Water Utilities Limited (each a "Guarantor" and together, the "Guarantors"), issued by Thames Water Utilities Finance plc (the "Issuer") and constituted by a trust deed originally dated 30 August 2007, as amended and restated or supplemented from time to time (the "Bond Trust Deed"), between, amongst others, the Issuer and Deutsche Trustee Company Limited (the "Bond Trustee"), by Extraordinary Resolution (as defined in the Bond Trust Deed) HEREBY:

(1)        sanctions and approves the STID Proposal in respect of the Reserve Account Restricted Cash Release Waiver from TWUL dated 25 October 2024 to which this Extraordinary Resolution relates (the "Reserve Account Restricted Cash Release Waiver STID Proposal") and the Waiver Letter (as defined in the STID Proposal) insofar as it relates to the Reserve Account Restricted Cash Release Waiver STID Proposal, which is defined and described in the Solicitation Memorandum (as defined below);

(2)        assents to and authorises, directs, requests and empowers the Bond Trustee to (i) vote in favour of the Reserve Account Restricted Cash Release Waiver STID Proposal, (ii) to direct the Security Trustee to execute the Waiver Letter insofar as it relates to the Reserve Account Restricted Cash Release Waiver STID Proposal, and (iii) take all other actions including executing any other documents necessary, desirable or expedient to implement the Reserve Account Restricted Cash Release Waiver STID Proposal and the waiver proposed in such STID Proposal;

(3)        waives any claim Bondholders may have against the Bond Trustee or Security Trustee as a result of any liability they may suffer or incur as a result of acting upon this Extraordinary Resolution and its implementation (including but not limited to circumstances where it is subsequently found that this Extraordinary Resolution is not valid or binding);

(4)        holds harmless, discharges and exonerates and (to the extent permitted or not restricted under the laws and regulations applicable to it) indemnifies the Bond Trustee and the Security Trustee from and against all liability for which it may have become or may become liable as a result of acting in accordance with this Extraordinary Resolution under the Bonds, the Finance Documents or otherwise in respect of any act or omission, including, without limitation, in connection with this Extraordinary Resolution or its implementation, such waivers or modifications in the Waiver Letter or the implementation thereof;

(5)        sanctions and assents to every abrogation, amendment, modification, compromise or arrangement in respect of the rights of the Bondholders against the Issuer or the relevant Guarantors or against any of their property whether such rights shall arise under the Bonds, the Finance Documents or otherwise involved in or resulting from the Reserve Account Restricted Cash Release Waiver STID Proposal, this Extraordinary Resolution, the Waiver Letter, or their implementation and/or the waivers and modifications to the Bonds, the Finance Documents or otherwise (in each case, in accordance with the terms of the Reserve Account Restricted Cash Release Waiver STID Proposal and the Waiver Letter) or their implementation;

(6)        approves that the Bond Trustee be and is hereby authorised and instructed not to obtain any legal opinions in relation to, or to enquire into the power and the capacity of any person to enter into the Waiver Letter or any other waivers to the Finance Documents of the due execution and delivery thereof by any party thereto or the validity and enforceability thereof; and

(7)        acknowledges that the approval of the Reserve Account Restricted Cash Release Waiver STID Proposal is not conditional on the approval of the other STID Proposals.

Unless the context otherwise requires, capitalised terms used in this Extraordinary Resolution shall bear the meanings given to them in the Bond Trust Deed or, as applicable, the Solicitation Memorandum prepared by the Issuer and dated 25 October 2024 (the "Solicitation Memorandum")".

 

EXTRAORDINARY RESOLUTION IN RESPECT OF THE COMPENSATION ACCOUNT RESTRICTED CASH RELEASE WAIVER OF THE £600,000,000 5.125 per cent. Guaranteed Notes due 28 September 2037

 

"THAT THIS MEETING (the "Meeting") of the holders of £600,000,000 5.125 per cent. Guaranteed Notes due 28 September 2037 (the "Bondholders") guaranteed by Thames Water Utilities Holdings Limited and Thames Water Utilities Limited (each a "Guarantor" and together, the "Guarantors"), issued by Thames Water Utilities Finance plc (the "Issuer") and constituted by a trust deed originally dated 30 August 2007, as amended and restated or supplemented from time to time (the "Bond Trust Deed"), between, amongst others, the Issuer and Deutsche Trustee Company Limited (the "Bond Trustee"), by Extraordinary Resolution (as defined in the Bond Trust Deed) HEREBY:

(1)        sanctions and approves the STID Proposal in respect of the Compensation Account Restricted Cash Release Waiver from TWUL dated 25 October 2024 to which this Extraordinary Resolution relates (the "Compensation Account Restricted Cash Release Waiver STID Proposal") and the Waiver Letter (as defined in the STID Proposal) insofar as it relates to the Compensation Account Restricted Cash Release Waiver STID Proposal, which is defined and described in the Solicitation Memorandum (as defined below);

(2)        assents to and authorises, directs, requests and empowers the Bond Trustee to (i) vote in favour of the Compensation Account Restricted Cash Release Waiver STID Proposal, (ii) to direct the Security Trustee to execute the Waiver Letter insofar as it relates to the Compensation Account Restricted Cash Release Waiver STID Proposal, and (iii) take all other actions including executing any other documents necessary, desirable or expedient to implement the Compensation Account Restricted Cash Release Waiver STID Proposal and the waiver proposed in such STID Proposal;

(3)        waives any claim Bondholders may have against the Bond Trustee or Security Trustee as a result of any liability they may suffer or incur as a result of acting upon this Extraordinary Resolution and its implementation (including but not limited to circumstances where it is subsequently found that this Extraordinary Resolution is not valid or binding);

(4)        holds harmless, discharges and exonerates and (to the extent permitted or not restricted under the laws and regulations applicable to it) indemnifies the Bond Trustee and the Security Trustee from and against all liability for which it may have become or may become liable as a result of acting in accordance with this Extraordinary Resolution under the Bonds, the Finance Documents or otherwise in respect of any act or omission, including, without limitation, in connection with this Extraordinary Resolution or its implementation, such waivers or modifications in the Waiver Letter or the implementation thereof;

(5)        sanctions and assents to every abrogation, amendment, modification, compromise or arrangement in respect of the rights of the Bondholders against the Issuer or the relevant Guarantors or against any of their property whether such rights shall arise under the Bonds, the Finance Documents or otherwise involved in or resulting from the Compensation Account Restricted Cash Release Waiver STID Proposal, this Extraordinary Resolution, the Waiver Letter, or their implementation and/or the waivers and modifications to the Bonds, the Finance Documents or otherwise (in each case, in accordance with the terms of the Compensation Account Restricted Cash Release Waiver STID Proposal and the Waiver Letter) or their implementation;

(6)        approves that the Bond Trustee be and is hereby authorised and instructed not to obtain any legal opinions in relation to, or to enquire into the power and the capacity of any person to enter into the Waiver Letter or any other waivers to the Finance Documents of the due execution and delivery thereof by any party thereto or the validity and enforceability thereof; and

(7)        acknowledges that the approval of the Compensation Account Restricted Cash Release Waiver STID Proposal is not conditional on the approval of the other STID Proposals.

Unless the context otherwise requires, capitalised terms used in this Extraordinary Resolution shall bear the meanings given to them in the Bond Trust Deed or, as applicable, the Solicitation Memorandum prepared by the Issuer and dated 25 October 2024 (the "Solicitation Memorandum")".

 

EXTRAORDINARY RESOLUTION IN RESPECT OF THE SEPTEMBER INTERIM ACCOUNTS WAIVER OF THE £600,000,000 5.125 per cent. Guaranteed Notes due 28 September 2037

 

"THAT THIS MEETING (the "Meeting") of the holders of £600,000,000 5.125 per cent. Guaranteed Notes due 28 September 2037 (the "Bondholders") guaranteed by Thames Water Utilities Holdings Limited and Thames Water Utilities Limited (each a "Guarantor" and together, the "Guarantors"), issued by Thames Water Utilities Finance plc (the "Issuer") and constituted by a trust deed originally dated 30 August 2007, as amended and restated or supplemented from time to time (the "Bond Trust Deed"), between, amongst others, the Issuer and Deutsche Trustee Company Limited (the "Bond Trustee"), by Extraordinary Resolution (as defined in the Bond Trust Deed) HEREBY:

(1)        sanctions and approves the STID Proposal in respect of the September Interim Accounts Waiver from TWUL dated 25 October 2024 to which this Extraordinary Resolution relates (the "September Interim Accounts Waiver STID Proposal") and the Waiver Letter (as defined in the STID Proposal) insofar as it relates to the September Interim Accounts Waiver STID Proposal, which is defined and described in the Solicitation Memorandum (as defined below);

(2)        assents to and authorises, directs, requests and empowers the Bond Trustee to (i) vote in favour of the September Interim Accounts Waiver STID Proposal, (ii) to direct the Security Trustee to execute the Waiver Letter insofar as it relates to the September Interim Accounts Waiver STID Proposal, and (iii) take all other actions including executing any other documents necessary, desirable or expedient to implement the September Interim Accounts Waiver STID Proposal and the waiver proposed in such STID Proposal;

(3)        waives any claim Bondholders may have against the Bond Trustee or Security Trustee as a result of any liability they may suffer or incur as a result of acting upon this Extraordinary Resolution and its implementation (including but not limited to circumstances where it is subsequently found that this Extraordinary Resolution is not valid or binding);

(4)        holds harmless, discharges and exonerates and (to the extent permitted or not restricted under the laws and regulations applicable to it) indemnifies the Bond Trustee and the Security Trustee from and against all liability for which it may have become or may become liable as a result of acting in accordance with this Extraordinary Resolution under the Bonds, the Finance Documents or otherwise in respect of any act or omission, including, without limitation, in connection with this Extraordinary Resolution or its implementation, such waivers or modifications in the Waiver Letter or the implementation thereof;

(5)        sanctions and assents to every abrogation, amendment, modification, compromise or arrangement in respect of the rights of the Bondholders against the Issuer or the relevant Guarantors or against any of their property whether such rights shall arise under the Bonds, the Finance Documents or otherwise involved in or resulting from the September Interim Accounts Waiver STID Proposal, this Extraordinary Resolution, the Waiver Letter, or their implementation and/or the waivers and modifications to the Bonds, the Finance Documents or otherwise (in each case, in accordance with the terms of the September Interim Accounts Waiver STID Proposal and the Waiver Letter) or their implementation;

(6)        approves that the Bond Trustee be and is hereby authorised and instructed not to obtain any legal opinions in relation to, or to enquire into the power and the capacity of any person to enter into the Waiver Letter or any other waivers to the Finance Documents of the due execution and delivery thereof by any party thereto or the validity and enforceability thereof; and

(7)        acknowledges that the approval of the September Interim Accounts Waiver STID Proposal is not conditional on the approval of the other STID Proposals.

Unless the context otherwise requires, capitalised terms used in this Extraordinary Resolution shall bear the meanings given to them in the Bond Trust Deed or, as applicable, the Solicitation Memorandum prepared by the Issuer and dated 25 October 2024 (the "Solicitation Memorandum")".

 

EXTRAORDINARY RESOLUTION IN RESPECT OF THE INTERIM RP LAUNCH WAIVER OF THE JPY 20,000,000,000 3.28 per cent. Fixed Rate Class A Unwrapped Bonds due 20 August 2038

 

"THAT THIS MEETING (the "Meeting") of the holders of JPY 20,000,000,000 3.28 per cent. Fixed Rate Class A Unwrapped Bonds due 20 August 2038 (the "Bondholders") guaranteed by Thames Water Utilities Holdings Limited and Thames Water Utilities Limited (each a "Guarantor" and together, the "Guarantors"), issued by Thames Water Utilities Finance plc (the "Issuer") and constituted by a trust deed originally dated 30 August 2007, as amended and restated or supplemented from time to time (the "Bond Trust Deed"), between, amongst others, the Issuer and Deutsche Trustee Company Limited (the "Bond Trustee"), by Extraordinary Resolution (as defined in the Bond Trust Deed) HEREBY:

(1)        sanctions and approves the STID Proposal in respect of the Interim RP Launch Waiver from TWUL dated 25 October 2024 to which this Extraordinary Resolution relates (the "Interim RP Launch Waiver STID Proposal") and the Waiver Letter (as defined in the STID Proposal) insofar as it relates to the Interim RP Launch Waiver STID Proposal, which is defined and described in the Solicitation Memorandum (as defined below);

(2)        assents to and authorises, directs, requests and empowers the Bond Trustee to (i) vote in favour of the Interim RP Launch Waiver STID Proposal, (ii) to direct the Security Trustee to execute the Waiver Letter insofar as it relates to the Interim RP Launch Waiver STID Proposal, and (iii) take all other actions including executing any other documents necessary, desirable or expedient to implement the Interim RP Launch Waiver STID Proposal and the waiver proposed in such STID Proposal;

(3)        waives any claim Bondholders may have against the Bond Trustee or Security Trustee as a result of any liability they may suffer or incur as a result of acting upon this Extraordinary Resolution and its implementation (including but not limited to circumstances where it is subsequently found that this Extraordinary Resolution is not valid or binding);

(4)        holds harmless, discharges and exonerates and (to the extent permitted or not restricted under the laws and regulations applicable to it) indemnifies the Bond Trustee and the Security Trustee from and against all liability for which it may have become or may become liable as a result of acting in accordance with this Extraordinary Resolution under the Bonds, the Finance Documents or otherwise in respect of any act or omission, including, without limitation, in connection with this Extraordinary Resolution or its implementation, such waivers or modifications in the Waiver Letter or the implementation thereof;

(5)        sanctions and assents to every abrogation, amendment, modification, compromise or arrangement in respect of the rights of the Bondholders against the Issuer or the relevant Guarantors or against any of their property whether such rights shall arise under the Bonds, the Finance Documents or otherwise involved in or resulting from the Interim RP Launch Waiver STID Proposal, this Extraordinary Resolution, the Waiver Letter, or their implementation and/or the waivers and modifications to the Bonds, the Finance Documents or otherwise (in each case, in accordance with the terms of the Interim RP Launch Waiver STID Proposal and the Waiver Letter) or their implementation;

(6)        approves that the Bond Trustee be and is hereby authorised and instructed not to obtain any legal opinions in relation to, or to enquire into the power and the capacity of any person to enter into the Waiver Letter or any other waivers to the Finance Documents of the due execution and delivery thereof by any party thereto or the validity and enforceability thereof; and

(7)        acknowledges that the approval of the Interim RP Launch Waiver STID Proposal is not conditional on the approval of the other STID Proposals.

Unless the context otherwise requires, capitalised terms used in this Extraordinary Resolution shall bear the meanings given to them in the Bond Trust Deed or, as applicable, the Solicitation Memorandum prepared by the Issuer and dated 25 October 2024 (the "Solicitation Memorandum")".

 

EXTRAORDINARY RESOLUTION IN RESPECT OF THE RESERVE ACCOUNT RESTRICTED CASH RELEASE WAIVER OF THE JPY 20,000,000,000 3.28 per cent. Fixed Rate Class A Unwrapped Bonds due 20 August 2038

 

"THAT THIS MEETING (the "Meeting") of the holders of JPY 20,000,000,000 3.28 per cent. Fixed Rate Class A Unwrapped Bonds due 20 August 2038 (the "Bondholders") guaranteed by Thames Water Utilities Holdings Limited and Thames Water Utilities Limited (each a "Guarantor" and together, the "Guarantors"), issued by Thames Water Utilities Finance plc (the "Issuer") and constituted by a trust deed originally dated 30 August 2007, as amended and restated or supplemented from time to time (the "Bond Trust Deed"), between, amongst others, the Issuer and Deutsche Trustee Company Limited (the "Bond Trustee"), by Extraordinary Resolution (as defined in the Bond Trust Deed) HEREBY:

(1)        sanctions and approves the STID Proposal in respect of the Reserve Account Restricted Cash Release Waiver from TWUL dated 25 October 2024 to which this Extraordinary Resolution relates (the "Reserve Account Restricted Cash Release Waiver STID Proposal") and the Waiver Letter (as defined in the STID Proposal) insofar as it relates to the Reserve Account Restricted Cash Release Waiver STID Proposal, which is defined and described in the Solicitation Memorandum (as defined below);

(2)        assents to and authorises, directs, requests and empowers the Bond Trustee to (i) vote in favour of the Reserve Account Restricted Cash Release Waiver STID Proposal, (ii) to direct the Security Trustee to execute the Waiver Letter insofar as it relates to the Reserve Account Restricted Cash Release Waiver STID Proposal, and (iii) take all other actions including executing any other documents necessary, desirable or expedient to implement the Reserve Account Restricted Cash Release Waiver STID Proposal and the waiver proposed in such STID Proposal;

(3)        waives any claim Bondholders may have against the Bond Trustee or Security Trustee as a result of any liability they may suffer or incur as a result of acting upon this Extraordinary Resolution and its implementation (including but not limited to circumstances where it is subsequently found that this Extraordinary Resolution is not valid or binding);

(4)        holds harmless, discharges and exonerates and (to the extent permitted or not restricted under the laws and regulations applicable to it) indemnifies the Bond Trustee and the Security Trustee from and against all liability for which it may have become or may become liable as a result of acting in accordance with this Extraordinary Resolution under the Bonds, the Finance Documents or otherwise in respect of any act or omission, including, without limitation, in connection with this Extraordinary Resolution or its implementation, such waivers or modifications in the Waiver Letter or the implementation thereof;

(5)        sanctions and assents to every abrogation, amendment, modification, compromise or arrangement in respect of the rights of the Bondholders against the Issuer or the relevant Guarantors or against any of their property whether such rights shall arise under the Bonds, the Finance Documents or otherwise involved in or resulting from the Reserve Account Restricted Cash Release Waiver STID Proposal, this Extraordinary Resolution, the Waiver Letter, or their implementation and/or the waivers and modifications to the Bonds, the Finance Documents or otherwise (in each case, in accordance with the terms of the Reserve Account Restricted Cash Release Waiver STID Proposal and the Waiver Letter) or their implementation;

(6)        approves that the Bond Trustee be and is hereby authorised and instructed not to obtain any legal opinions in relation to, or to enquire into the power and the capacity of any person to enter into the Waiver Letter or any other waivers to the Finance Documents of the due execution and delivery thereof by any party thereto or the validity and enforceability thereof; and

(7)        acknowledges that the approval of the Reserve Account Restricted Cash Release Waiver STID Proposal is not conditional on the approval of the other STID Proposals.

Unless the context otherwise requires, capitalised terms used in this Extraordinary Resolution shall bear the meanings given to them in the Bond Trust Deed or, as applicable, the Solicitation Memorandum prepared by the Issuer and dated 25 October 2024 (the "Solicitation Memorandum")".

 

EXTRAORDINARY RESOLUTION IN RESPECT OF THE COMPENSATION ACCOUNT RESTRICTED CASH RELEASE WAIVER OF THE JPY 20,000,000,000 3.28 per cent. Fixed Rate Class A Unwrapped Bonds due 20 August 2038

 

"THAT THIS MEETING (the "Meeting") of the holders of JPY 20,000,000,000 3.28 per cent. Fixed Rate Class A Unwrapped Bonds due 20 August 2038 (the "Bondholders") guaranteed by Thames Water Utilities Holdings Limited and Thames Water Utilities Limited (each a "Guarantor" and together, the "Guarantors"), issued by Thames Water Utilities Finance plc (the "Issuer") and constituted by a trust deed originally dated 30 August 2007, as amended and restated or supplemented from time to time (the "Bond Trust Deed"), between, amongst others, the Issuer and Deutsche Trustee Company Limited (the "Bond Trustee"), by Extraordinary Resolution (as defined in the Bond Trust Deed) HEREBY:

(1)        sanctions and approves the STID Proposal in respect of the Compensation Account Restricted Cash Release Waiver from TWUL dated 25 October 2024 to which this Extraordinary Resolution relates (the "Compensation Account Restricted Cash Release Waiver STID Proposal") and the Waiver Letter (as defined in the STID Proposal) insofar as it relates to the Compensation Account Restricted Cash Release Waiver STID Proposal, which is defined and described in the Solicitation Memorandum (as defined below);

(2)        assents to and authorises, directs, requests and empowers the Bond Trustee to (i) vote in favour of the Compensation Account Restricted Cash Release Waiver STID Proposal, (ii) to direct the Security Trustee to execute the Waiver Letter insofar as it relates to the Compensation Account Restricted Cash Release Waiver STID Proposal, and (iii) take all other actions including executing any other documents necessary, desirable or expedient to implement the Compensation Account Restricted Cash Release Waiver STID Proposal and the waiver proposed in such STID Proposal;

(3)        waives any claim Bondholders may have against the Bond Trustee or Security Trustee as a result of any liability they may suffer or incur as a result of acting upon this Extraordinary Resolution and its implementation (including but not limited to circumstances where it is subsequently found that this Extraordinary Resolution is not valid or binding);

(4)        holds harmless, discharges and exonerates and (to the extent permitted or not restricted under the laws and regulations applicable to it) indemnifies the Bond Trustee and the Security Trustee from and against all liability for which it may have become or may become liable as a result of acting in accordance with this Extraordinary Resolution under the Bonds, the Finance Documents or otherwise in respect of any act or omission, including, without limitation, in connection with this Extraordinary Resolution or its implementation, such waivers or modifications in the Waiver Letter or the implementation thereof;

(5)        sanctions and assents to every abrogation, amendment, modification, compromise or arrangement in respect of the rights of the Bondholders against the Issuer or the relevant Guarantors or against any of their property whether such rights shall arise under the Bonds, the Finance Documents or otherwise involved in or resulting from the Compensation Account Restricted Cash Release Waiver STID Proposal, this Extraordinary Resolution, the Waiver Letter, or their implementation and/or the waivers and modifications to the Bonds, the Finance Documents or otherwise (in each case, in accordance with the terms of the Compensation Account Restricted Cash Release Waiver STID Proposal and the Waiver Letter) or their implementation;

(6)        approves that the Bond Trustee be and is hereby authorised and instructed not to obtain any legal opinions in relation to, or to enquire into the power and the capacity of any person to enter into the Waiver Letter or any other waivers to the Finance Documents of the due execution and delivery thereof by any party thereto or the validity and enforceability thereof; and

(7)        acknowledges that the approval of the Compensation Account Restricted Cash Release Waiver STID Proposal is not conditional on the approval of the other STID Proposals.

Unless the context otherwise requires, capitalised terms used in this Extraordinary Resolution shall bear the meanings given to them in the Bond Trust Deed or, as applicable, the Solicitation Memorandum prepared by the Issuer and dated 25 October 2024 (the "Solicitation Memorandum")".

 

EXTRAORDINARY RESOLUTION IN RESPECT OF THE SEPTEMBER INTERIM ACCOUNTS WAIVER OF THE JPY 20,000,000,000 3.28 per cent. Fixed Rate Class A Unwrapped Bonds due 20 August 2038

 

"THAT THIS MEETING (the "Meeting") of the holders of JPY 20,000,000,000 3.28 per cent. Fixed Rate Class A Unwrapped Bonds due 20 August 2038 (the "Bondholders") guaranteed by Thames Water Utilities Holdings Limited and Thames Water Utilities Limited (each a "Guarantor" and together, the "Guarantors"), issued by Thames Water Utilities Finance plc (the "Issuer") and constituted by a trust deed originally dated 30 August 2007, as amended and restated or supplemented from time to time (the "Bond Trust Deed"), between, amongst others, the Issuer and Deutsche Trustee Company Limited (the "Bond Trustee"), by Extraordinary Resolution (as defined in the Bond Trust Deed) HEREBY:

(1)        sanctions and approves the STID Proposal in respect of the September Interim Accounts Waiver from TWUL dated 25 October 2024 to which this Extraordinary Resolution relates (the "September Interim Accounts Waiver STID Proposal") and the Waiver Letter (as defined in the STID Proposal) insofar as it relates to the September Interim Accounts Waiver STID Proposal, which is defined and described in the Solicitation Memorandum (as defined below);

(2)        assents to and authorises, directs, requests and empowers the Bond Trustee to (i) vote in favour of the September Interim Accounts Waiver STID Proposal, (ii) to direct the Security Trustee to execute the Waiver Letter insofar as it relates to the September Interim Accounts Waiver STID Proposal, and (iii) take all other actions including executing any other documents necessary, desirable or expedient to implement the September Interim Accounts Waiver STID Proposal and the waiver proposed in such STID Proposal;

(3)        waives any claim Bondholders may have against the Bond Trustee or Security Trustee as a result of any liability they may suffer or incur as a result of acting upon this Extraordinary Resolution and its implementation (including but not limited to circumstances where it is subsequently found that this Extraordinary Resolution is not valid or binding);

(4)        holds harmless, discharges and exonerates and (to the extent permitted or not restricted under the laws and regulations applicable to it) indemnifies the Bond Trustee and the Security Trustee from and against all liability for which it may have become or may become liable as a result of acting in accordance with this Extraordinary Resolution under the Bonds, the Finance Documents or otherwise in respect of any act or omission, including, without limitation, in connection with this Extraordinary Resolution or its implementation, such waivers or modifications in the Waiver Letter or the implementation thereof;

(5)        sanctions and assents to every abrogation, amendment, modification, compromise or arrangement in respect of the rights of the Bondholders against the Issuer or the relevant Guarantors or against any of their property whether such rights shall arise under the Bonds, the Finance Documents or otherwise involved in or resulting from the September Interim Accounts Waiver STID Proposal, this Extraordinary Resolution, the Waiver Letter, or their implementation and/or the waivers and modifications to the Bonds, the Finance Documents or otherwise (in each case, in accordance with the terms of the September Interim Accounts Waiver STID Proposal and the Waiver Letter) or their implementation;

(6)        approves that the Bond Trustee be and is hereby authorised and instructed not to obtain any legal opinions in relation to, or to enquire into the power and the capacity of any person to enter into the Waiver Letter or any other waivers to the Finance Documents of the due execution and delivery thereof by any party thereto or the validity and enforceability thereof; and

(7)        acknowledges that the approval of the September Interim Accounts Waiver STID Proposal is not conditional on the approval of the other STID Proposals.

Unless the context otherwise requires, capitalised terms used in this Extraordinary Resolution shall bear the meanings given to them in the Bond Trust Deed or, as applicable, the Solicitation Memorandum prepared by the Issuer and dated 25 October 2024 (the "Solicitation Memorandum")".

 

EXTRAORDINARY RESOLUTION IN RESPECT OF THE INTERIM RP LAUNCH WAIVER OF THE £350,000,000 Class A 2.375 per cent. Guaranteed Unwrapped Bonds due 22 April 2040

 

"THAT THIS MEETING (the "Meeting") of the holders of £350,000,000 Class A 2.375 per cent. Guaranteed Unwrapped Bonds due 22 April 2040 (the "Bondholders") guaranteed by Thames Water Utilities Holdings Limited and Thames Water Utilities Limited (each a "Guarantor" and together, the "Guarantors"), issued by Thames Water Utilities Finance plc (the "Issuer") and constituted by a trust deed originally dated 30 August 2007, as amended and restated or supplemented from time to time (the "Bond Trust Deed"), between, amongst others, the Issuer and Deutsche Trustee Company Limited (the "Bond Trustee"), by Extraordinary Resolution (as defined in the Bond Trust Deed) HEREBY:

(1)        sanctions and approves the STID Proposal in respect of the Interim RP Launch Waiver from TWUL dated 25 October 2024 to which this Extraordinary Resolution relates (the "Interim RP Launch Waiver STID Proposal") and the Waiver Letter (as defined in the STID Proposal) insofar as it relates to the Interim RP Launch Waiver STID Proposal, which is defined and described in the Solicitation Memorandum (as defined below);

(2)        assents to and authorises, directs, requests and empowers the Bond Trustee to (i) vote in favour of the Interim RP Launch Waiver STID Proposal, (ii) to direct the Security Trustee to execute the Waiver Letter insofar as it relates to the Interim RP Launch Waiver STID Proposal, and (iii) take all other actions including executing any other documents necessary, desirable or expedient to implement the Interim RP Launch Waiver STID Proposal and the waiver proposed in such STID Proposal;

(3)        waives any claim Bondholders may have against the Bond Trustee or Security Trustee as a result of any liability they may suffer or incur as a result of acting upon this Extraordinary Resolution and its implementation (including but not limited to circumstances where it is subsequently found that this Extraordinary Resolution is not valid or binding);

(4)        holds harmless, discharges and exonerates and (to the extent permitted or not restricted under the laws and regulations applicable to it) indemnifies the Bond Trustee and the Security Trustee from and against all liability for which it may have become or may become liable as a result of acting in accordance with this Extraordinary Resolution under the Bonds, the Finance Documents or otherwise in respect of any act or omission, including, without limitation, in connection with this Extraordinary Resolution or its implementation, such waivers or modifications in the Waiver Letter or the implementation thereof;

(5)        sanctions and assents to every abrogation, amendment, modification, compromise or arrangement in respect of the rights of the Bondholders against the Issuer or the relevant Guarantors or against any of their property whether such rights shall arise under the Bonds, the Finance Documents or otherwise involved in or resulting from the Interim RP Launch Waiver STID Proposal, this Extraordinary Resolution, the Waiver Letter, or their implementation and/or the waivers and modifications to the Bonds, the Finance Documents or otherwise (in each case, in accordance with the terms of the Interim RP Launch Waiver STID Proposal and the Waiver Letter) or their implementation;

(6)        approves that the Bond Trustee be and is hereby authorised and instructed not to obtain any legal opinions in relation to, or to enquire into the power and the capacity of any person to enter into the Waiver Letter or any other waivers to the Finance Documents of the due execution and delivery thereof by any party thereto or the validity and enforceability thereof; and

(7)        acknowledges that the approval of the Interim RP Launch Waiver STID Proposal is not conditional on the approval of the other STID Proposals.

Unless the context otherwise requires, capitalised terms used in this Extraordinary Resolution shall bear the meanings given to them in the Bond Trust Deed or, as applicable, the Solicitation Memorandum prepared by the Issuer and dated 25 October 2024 (the "Solicitation Memorandum")".

 

EXTRAORDINARY RESOLUTION IN RESPECT OF THE RESERVE ACCOUNT RESTRICTED CASH RELEASE WAIVER OF THE £350,000,000 Class A 2.375 per cent. Guaranteed Unwrapped Bonds due 22 April 2040

 

"THAT THIS MEETING (the "Meeting") of the holders of £350,000,000 Class A 2.375 per cent. Guaranteed Unwrapped Bonds due 22 April 2040 (the "Bondholders") guaranteed by Thames Water Utilities Holdings Limited and Thames Water Utilities Limited (each a "Guarantor" and together, the "Guarantors"), issued by Thames Water Utilities Finance plc (the "Issuer") and constituted by a trust deed originally dated 30 August 2007, as amended and restated or supplemented from time to time (the "Bond Trust Deed"), between, amongst others, the Issuer and Deutsche Trustee Company Limited (the "Bond Trustee"), by Extraordinary Resolution (as defined in the Bond Trust Deed) HEREBY:

(1)        sanctions and approves the STID Proposal in respect of the Reserve Account Restricted Cash Release Waiver from TWUL dated 25 October 2024 to which this Extraordinary Resolution relates (the "Reserve Account Restricted Cash Release Waiver STID Proposal") and the Waiver Letter (as defined in the STID Proposal) insofar as it relates to the Reserve Account Restricted Cash Release Waiver STID Proposal, which is defined and described in the Solicitation Memorandum (as defined below);

(2)        assents to and authorises, directs, requests and empowers the Bond Trustee to (i) vote in favour of the Reserve Account Restricted Cash Release Waiver STID Proposal, (ii) to direct the Security Trustee to execute the Waiver Letter insofar as it relates to the Reserve Account Restricted Cash Release Waiver STID Proposal, and (iii) take all other actions including executing any other documents necessary, desirable or expedient to implement the Reserve Account Restricted Cash Release Waiver STID Proposal and the waiver proposed in such STID Proposal;

(3)        waives any claim Bondholders may have against the Bond Trustee or Security Trustee as a result of any liability they may suffer or incur as a result of acting upon this Extraordinary Resolution and its implementation (including but not limited to circumstances where it is subsequently found that this Extraordinary Resolution is not valid or binding);

(4)        holds harmless, discharges and exonerates and (to the extent permitted or not restricted under the laws and regulations applicable to it) indemnifies the Bond Trustee and the Security Trustee from and against all liability for which it may have become or may become liable as a result of acting in accordance with this Extraordinary Resolution under the Bonds, the Finance Documents or otherwise in respect of any act or omission, including, without limitation, in connection with this Extraordinary Resolution or its implementation, such waivers or modifications in the Waiver Letter or the implementation thereof;

(5)        sanctions and assents to every abrogation, amendment, modification, compromise or arrangement in respect of the rights of the Bondholders against the Issuer or the relevant Guarantors or against any of their property whether such rights shall arise under the Bonds, the Finance Documents or otherwise involved in or resulting from the Reserve Account Restricted Cash Release Waiver STID Proposal, this Extraordinary Resolution, the Waiver Letter, or their implementation and/or the waivers and modifications to the Bonds, the Finance Documents or otherwise (in each case, in accordance with the terms of the Reserve Account Restricted Cash Release Waiver STID Proposal and the Waiver Letter) or their implementation;

(6)        approves that the Bond Trustee be and is hereby authorised and instructed not to obtain any legal opinions in relation to, or to enquire into the power and the capacity of any person to enter into the Waiver Letter or any other waivers to the Finance Documents of the due execution and delivery thereof by any party thereto or the validity and enforceability thereof; and

(7)        acknowledges that the approval of the Reserve Account Restricted Cash Release Waiver STID Proposal is not conditional on the approval of the other STID Proposals.

Unless the context otherwise requires, capitalised terms used in this Extraordinary Resolution shall bear the meanings given to them in the Bond Trust Deed or, as applicable, the Solicitation Memorandum prepared by the Issuer and dated 25 October 2024 (the "Solicitation Memorandum")".

 

EXTRAORDINARY RESOLUTION IN RESPECT OF THE COMPENSATION ACCOUNT RESTRICTED CASH RELEASE WAIVER OF THE £350,000,000 Class A 2.375 per cent. Guaranteed Unwrapped Bonds due 22 April 2040

 

"THAT THIS MEETING (the "Meeting") of the holders of £350,000,000 Class A 2.375 per cent. Guaranteed Unwrapped Bonds due 22 April 2040 (the "Bondholders") guaranteed by Thames Water Utilities Holdings Limited and Thames Water Utilities Limited (each a "Guarantor" and together, the "Guarantors"), issued by Thames Water Utilities Finance plc (the "Issuer") and constituted by a trust deed originally dated 30 August 2007, as amended and restated or supplemented from time to time (the "Bond Trust Deed"), between, amongst others, the Issuer and Deutsche Trustee Company Limited (the "Bond Trustee"), by Extraordinary Resolution (as defined in the Bond Trust Deed) HEREBY:

(1)        sanctions and approves the STID Proposal in respect of the Compensation Account Restricted Cash Release Waiver from TWUL dated 25 October 2024 to which this Extraordinary Resolution relates (the "Compensation Account Restricted Cash Release Waiver STID Proposal") and the Waiver Letter (as defined in the STID Proposal) insofar as it relates to the Compensation Account Restricted Cash Release Waiver STID Proposal, which is defined and described in the Solicitation Memorandum (as defined below);

(2)        assents to and authorises, directs, requests and empowers the Bond Trustee to (i) vote in favour of the Compensation Account Restricted Cash Release Waiver STID Proposal, (ii) to direct the Security Trustee to execute the Waiver Letter insofar as it relates to the Compensation Account Restricted Cash Release Waiver STID Proposal, and (iii) take all other actions including executing any other documents necessary, desirable or expedient to implement the Compensation Account Restricted Cash Release Waiver STID Proposal and the waiver proposed in such STID Proposal;

(3)        waives any claim Bondholders may have against the Bond Trustee or Security Trustee as a result of any liability they may suffer or incur as a result of acting upon this Extraordinary Resolution and its implementation (including but not limited to circumstances where it is subsequently found that this Extraordinary Resolution is not valid or binding);

(4)        holds harmless, discharges and exonerates and (to the extent permitted or not restricted under the laws and regulations applicable to it) indemnifies the Bond Trustee and the Security Trustee from and against all liability for which it may have become or may become liable as a result of acting in accordance with this Extraordinary Resolution under the Bonds, the Finance Documents or otherwise in respect of any act or omission, including, without limitation, in connection with this Extraordinary Resolution or its implementation, such waivers or modifications in the Waiver Letter or the implementation thereof;

(5)        sanctions and assents to every abrogation, amendment, modification, compromise or arrangement in respect of the rights of the Bondholders against the Issuer or the relevant Guarantors or against any of their property whether such rights shall arise under the Bonds, the Finance Documents or otherwise involved in or resulting from the Compensation Account Restricted Cash Release Waiver STID Proposal, this Extraordinary Resolution, the Waiver Letter, or their implementation and/or the waivers and modifications to the Bonds, the Finance Documents or otherwise (in each case, in accordance with the terms of the Compensation Account Restricted Cash Release Waiver STID Proposal and the Waiver Letter) or their implementation;

(6)        approves that the Bond Trustee be and is hereby authorised and instructed not to obtain any legal opinions in relation to, or to enquire into the power and the capacity of any person to enter into the Waiver Letter or any other waivers to the Finance Documents of the due execution and delivery thereof by any party thereto or the validity and enforceability thereof; and

(7)        acknowledges that the approval of the Compensation Account Restricted Cash Release Waiver STID Proposal is not conditional on the approval of the other STID Proposals.

Unless the context otherwise requires, capitalised terms used in this Extraordinary Resolution shall bear the meanings given to them in the Bond Trust Deed or, as applicable, the Solicitation Memorandum prepared by the Issuer and dated 25 October 2024 (the "Solicitation Memorandum")".

 

EXTRAORDINARY RESOLUTION IN RESPECT OF THE SEPTEMBER INTERIM ACCOUNTS WAIVER OF THE £350,000,000 Class A 2.375 per cent. Guaranteed Unwrapped Bonds due 22 April 2040

 

"THAT THIS MEETING (the "Meeting") of the holders of £350,000,000 Class A 2.375 per cent. Guaranteed Unwrapped Bonds due 22 April 2040 (the "Bondholders") guaranteed by Thames Water Utilities Holdings Limited and Thames Water Utilities Limited (each a "Guarantor" and together, the "Guarantors"), issued by Thames Water Utilities Finance plc (the "Issuer") and constituted by a trust deed originally dated 30 August 2007, as amended and restated or supplemented from time to time (the "Bond Trust Deed"), between, amongst others, the Issuer and Deutsche Trustee Company Limited (the "Bond Trustee"), by Extraordinary Resolution (as defined in the Bond Trust Deed) HEREBY:

(1)        sanctions and approves the STID Proposal in respect of the September Interim Accounts Waiver from TWUL dated 25 October 2024 to which this Extraordinary Resolution relates (the "September Interim Accounts Waiver STID Proposal") and the Waiver Letter (as defined in the STID Proposal) insofar as it relates to the September Interim Accounts Waiver STID Proposal, which is defined and described in the Solicitation Memorandum (as defined below);

(2)        assents to and authorises, directs, requests and empowers the Bond Trustee to (i) vote in favour of the September Interim Accounts Waiver STID Proposal, (ii) to direct the Security Trustee to execute the Waiver Letter insofar as it relates to the September Interim Accounts Waiver STID Proposal, and (iii) take all other actions including executing any other documents necessary, desirable or expedient to implement the September Interim Accounts Waiver STID Proposal and the waiver proposed in such STID Proposal;

(3)        waives any claim Bondholders may have against the Bond Trustee or Security Trustee as a result of any liability they may suffer or incur as a result of acting upon this Extraordinary Resolution and its implementation (including but not limited to circumstances where it is subsequently found that this Extraordinary Resolution is not valid or binding);

(4)        holds harmless, discharges and exonerates and (to the extent permitted or not restricted under the laws and regulations applicable to it) indemnifies the Bond Trustee and the Security Trustee from and against all liability for which it may have become or may become liable as a result of acting in accordance with this Extraordinary Resolution under the Bonds, the Finance Documents or otherwise in respect of any act or omission, including, without limitation, in connection with this Extraordinary Resolution or its implementation, such waivers or modifications in the Waiver Letter or the implementation thereof;

(5)        sanctions and assents to every abrogation, amendment, modification, compromise or arrangement in respect of the rights of the Bondholders against the Issuer or the relevant Guarantors or against any of their property whether such rights shall arise under the Bonds, the Finance Documents or otherwise involved in or resulting from the September Interim Accounts Waiver STID Proposal, this Extraordinary Resolution, the Waiver Letter, or their implementation and/or the waivers and modifications to the Bonds, the Finance Documents or otherwise (in each case, in accordance with the terms of the September Interim Accounts Waiver STID Proposal and the Waiver Letter) or their implementation;

(6)        approves that the Bond Trustee be and is hereby authorised and instructed not to obtain any legal opinions in relation to, or to enquire into the power and the capacity of any person to enter into the Waiver Letter or any other waivers to the Finance Documents of the due execution and delivery thereof by any party thereto or the validity and enforceability thereof; and

(7)        acknowledges that the approval of the September Interim Accounts Waiver STID Proposal is not conditional on the approval of the other STID Proposals.

Unless the context otherwise requires, capitalised terms used in this Extraordinary Resolution shall bear the meanings given to them in the Bond Trust Deed or, as applicable, the Solicitation Memorandum prepared by the Issuer and dated 25 October 2024 (the "Solicitation Memorandum")".

 

EXTRAORDINARY RESOLUTION IN RESPECT OF THE INTERIM RP LAUNCH WAIVER OF THE £300,000,000 8.250 per cent. Class A Unwrapped Bonds due 25 April 2040

 

"THAT THIS MEETING (the "Meeting") of the holders of £300,000,000 8.250 per cent. Class A Unwrapped Bonds due 25 April 2040 (the "Bondholders") guaranteed by Thames Water Utilities Holdings Limited and Thames Water Utilities Limited (each a "Guarantor" and together, the "Guarantors"), issued by Thames Water Utilities Finance plc (the "Issuer") and constituted by a trust deed originally dated 30 August 2007, as amended and restated or supplemented from time to time (the "Bond Trust Deed"), between, amongst others, the Issuer and Deutsche Trustee Company Limited (the "Bond Trustee"), by Extraordinary Resolution (as defined in the Bond Trust Deed) HEREBY:

(1)        sanctions and approves the STID Proposal in respect of the Interim RP Launch Waiver from TWUL dated 25 October 2024 to which this Extraordinary Resolution relates (the "Interim RP Launch Waiver STID Proposal") and the Waiver Letter (as defined in the STID Proposal) insofar as it relates to the Interim RP Launch Waiver STID Proposal, which is defined and described in the Solicitation Memorandum (as defined below);

(2)        assents to and authorises, directs, requests and empowers the Bond Trustee to (i) vote in favour of the Interim RP Launch Waiver STID Proposal, (ii) to direct the Security Trustee to execute the Waiver Letter insofar as it relates to the Interim RP Launch Waiver STID Proposal, and (iii) take all other actions including executing any other documents necessary, desirable or expedient to implement the Interim RP Launch Waiver STID Proposal and the waiver proposed in such STID Proposal;

(3)        waives any claim Bondholders may have against the Bond Trustee or Security Trustee as a result of any liability they may suffer or incur as a result of acting upon this Extraordinary Resolution and its implementation (including but not limited to circumstances where it is subsequently found that this Extraordinary Resolution is not valid or binding);

(4)        holds harmless, discharges and exonerates and (to the extent permitted or not restricted under the laws and regulations applicable to it) indemnifies the Bond Trustee and the Security Trustee from and against all liability for which it may have become or may become liable as a result of acting in accordance with this Extraordinary Resolution under the Bonds, the Finance Documents or otherwise in respect of any act or omission, including, without limitation, in connection with this Extraordinary Resolution or its implementation, such waivers or modifications in the Waiver Letter or the implementation thereof;

(5)        sanctions and assents to every abrogation, amendment, modification, compromise or arrangement in respect of the rights of the Bondholders against the Issuer or the relevant Guarantors or against any of their property whether such rights shall arise under the Bonds, the Finance Documents or otherwise involved in or resulting from the Interim RP Launch Waiver STID Proposal, this Extraordinary Resolution, the Waiver Letter, or their implementation and/or the waivers and modifications to the Bonds, the Finance Documents or otherwise (in each case, in accordance with the terms of the Interim RP Launch Waiver STID Proposal and the Waiver Letter) or their implementation;

(6)        approves that the Bond Trustee be and is hereby authorised and instructed not to obtain any legal opinions in relation to, or to enquire into the power and the capacity of any person to enter into the Waiver Letter or any other waivers to the Finance Documents of the due execution and delivery thereof by any party thereto or the validity and enforceability thereof; and

(7)        acknowledges that the approval of the Interim RP Launch Waiver STID Proposal is not conditional on the approval of the other STID Proposals.

Unless the context otherwise requires, capitalised terms used in this Extraordinary Resolution shall bear the meanings given to them in the Bond Trust Deed or, as applicable, the Solicitation Memorandum prepared by the Issuer and dated 25 October 2024 (the "Solicitation Memorandum")".

 

EXTRAORDINARY RESOLUTION IN RESPECT OF THE RESERVE ACCOUNT RESTRICTED CASH RELEASE WAIVER OF THE £300,000,000 8.250 per cent. Class A Unwrapped Bonds due 25 April 2040

 

"THAT THIS MEETING (the "Meeting") of the holders of £300,000,000 8.250 per cent. Class A Unwrapped Bonds due 25 April 2040 (the "Bondholders") guaranteed by Thames Water Utilities Holdings Limited and Thames Water Utilities Limited (each a "Guarantor" and together, the "Guarantors"), issued by Thames Water Utilities Finance plc (the "Issuer") and constituted by a trust deed originally dated 30 August 2007, as amended and restated or supplemented from time to time (the "Bond Trust Deed"), between, amongst others, the Issuer and Deutsche Trustee Company Limited (the "Bond Trustee"), by Extraordinary Resolution (as defined in the Bond Trust Deed) HEREBY:

(1)        sanctions and approves the STID Proposal in respect of the Reserve Account Restricted Cash Release Waiver from TWUL dated 25 October 2024 to which this Extraordinary Resolution relates (the "Reserve Account Restricted Cash Release Waiver STID Proposal") and the Waiver Letter (as defined in the STID Proposal) insofar as it relates to the Reserve Account Restricted Cash Release Waiver STID Proposal, which is defined and described in the Solicitation Memorandum (as defined below);

(2)        assents to and authorises, directs, requests and empowers the Bond Trustee to (i) vote in favour of the Reserve Account Restricted Cash Release Waiver STID Proposal, (ii) to direct the Security Trustee to execute the Waiver Letter insofar as it relates to the Reserve Account Restricted Cash Release Waiver STID Proposal, and (iii) take all other actions including executing any other documents necessary, desirable or expedient to implement the Reserve Account Restricted Cash Release Waiver STID Proposal and the waiver proposed in such STID Proposal;

(3)        waives any claim Bondholders may have against the Bond Trustee or Security Trustee as a result of any liability they may suffer or incur as a result of acting upon this Extraordinary Resolution and its implementation (including but not limited to circumstances where it is subsequently found that this Extraordinary Resolution is not valid or binding);

(4)        holds harmless, discharges and exonerates and (to the extent permitted or not restricted under the laws and regulations applicable to it) indemnifies the Bond Trustee and the Security Trustee from and against all liability for which it may have become or may become liable as a result of acting in accordance with this Extraordinary Resolution under the Bonds, the Finance Documents or otherwise in respect of any act or omission, including, without limitation, in connection with this Extraordinary Resolution or its implementation, such waivers or modifications in the Waiver Letter or the implementation thereof;

(5)        sanctions and assents to every abrogation, amendment, modification, compromise or arrangement in respect of the rights of the Bondholders against the Issuer or the relevant Guarantors or against any of their property whether such rights shall arise under the Bonds, the Finance Documents or otherwise involved in or resulting from the Reserve Account Restricted Cash Release Waiver STID Proposal, this Extraordinary Resolution, the Waiver Letter, or their implementation and/or the waivers and modifications to the Bonds, the Finance Documents or otherwise (in each case, in accordance with the terms of the Reserve Account Restricted Cash Release Waiver STID Proposal and the Waiver Letter) or their implementation;

(6)        approves that the Bond Trustee be and is hereby authorised and instructed not to obtain any legal opinions in relation to, or to enquire into the power and the capacity of any person to enter into the Waiver Letter or any other waivers to the Finance Documents of the due execution and delivery thereof by any party thereto or the validity and enforceability thereof; and

(7)        acknowledges that the approval of the Reserve Account Restricted Cash Release Waiver STID Proposal is not conditional on the approval of the other STID Proposals.

Unless the context otherwise requires, capitalised terms used in this Extraordinary Resolution shall bear the meanings given to them in the Bond Trust Deed or, as applicable, the Solicitation Memorandum prepared by the Issuer and dated 25 October 2024 (the "Solicitation Memorandum")".

 

EXTRAORDINARY RESOLUTION IN RESPECT OF THE COMPENSATION ACCOUNT RESTRICTED CASH RELEASE WAIVER OF THE £300,000,000 8.250 per cent. Class A Unwrapped Bonds due 25 April 2040

 

"THAT THIS MEETING (the "Meeting") of the holders of £300,000,000 8.250 per cent. Class A Unwrapped Bonds due 25 April 2040 (the "Bondholders") guaranteed by Thames Water Utilities Holdings Limited and Thames Water Utilities Limited (each a "Guarantor" and together, the "Guarantors"), issued by Thames Water Utilities Finance plc (the "Issuer") and constituted by a trust deed originally dated 30 August 2007, as amended and restated or supplemented from time to time (the "Bond Trust Deed"), between, amongst others, the Issuer and Deutsche Trustee Company Limited (the "Bond Trustee"), by Extraordinary Resolution (as defined in the Bond Trust Deed) HEREBY:

(1)        sanctions and approves the STID Proposal in respect of the Compensation Account Restricted Cash Release Waiver from TWUL dated 25 October 2024 to which this Extraordinary Resolution relates (the "Compensation Account Restricted Cash Release Waiver STID Proposal") and the Waiver Letter (as defined in the STID Proposal) insofar as it relates to the Compensation Account Restricted Cash Release Waiver STID Proposal, which is defined and described in the Solicitation Memorandum (as defined below);

(2)        assents to and authorises, directs, requests and empowers the Bond Trustee to (i) vote in favour of the Compensation Account Restricted Cash Release Waiver STID Proposal, (ii) to direct the Security Trustee to execute the Waiver Letter insofar as it relates to the Compensation Account Restricted Cash Release Waiver STID Proposal, and (iii) take all other actions including executing any other documents necessary, desirable or expedient to implement the Compensation Account Restricted Cash Release Waiver STID Proposal and the waiver proposed in such STID Proposal;

(3)        waives any claim Bondholders may have against the Bond Trustee or Security Trustee as a result of any liability they may suffer or incur as a result of acting upon this Extraordinary Resolution and its implementation (including but not limited to circumstances where it is subsequently found that this Extraordinary Resolution is not valid or binding);

(4)        holds harmless, discharges and exonerates and (to the extent permitted or not restricted under the laws and regulations applicable to it) indemnifies the Bond Trustee and the Security Trustee from and against all liability for which it may have become or may become liable as a result of acting in accordance with this Extraordinary Resolution under the Bonds, the Finance Documents or otherwise in respect of any act or omission, including, without limitation, in connection with this Extraordinary Resolution or its implementation, such waivers or modifications in the Waiver Letter or the implementation thereof;

(5)        sanctions and assents to every abrogation, amendment, modification, compromise or arrangement in respect of the rights of the Bondholders against the Issuer or the relevant Guarantors or against any of their property whether such rights shall arise under the Bonds, the Finance Documents or otherwise involved in or resulting from the Compensation Account Restricted Cash Release Waiver STID Proposal, this Extraordinary Resolution, the Waiver Letter, or their implementation and/or the waivers and modifications to the Bonds, the Finance Documents or otherwise (in each case, in accordance with the terms of the Compensation Account Restricted Cash Release Waiver STID Proposal and the Waiver Letter) or their implementation;

(6)        approves that the Bond Trustee be and is hereby authorised and instructed not to obtain any legal opinions in relation to, or to enquire into the power and the capacity of any person to enter into the Waiver Letter or any other waivers to the Finance Documents of the due execution and delivery thereof by any party thereto or the validity and enforceability thereof; and

(7)        acknowledges that the approval of the Compensation Account Restricted Cash Release Waiver STID Proposal is not conditional on the approval of the other STID Proposals.

Unless the context otherwise requires, capitalised terms used in this Extraordinary Resolution shall bear the meanings given to them in the Bond Trust Deed or, as applicable, the Solicitation Memorandum prepared by the Issuer and dated 25 October 2024 (the "Solicitation Memorandum")".

 

EXTRAORDINARY RESOLUTION IN RESPECT OF THE SEPTEMBER INTERIM ACCOUNTS WAIVER OF THE £300,000,000 8.250 per cent. Class A Unwrapped Bonds due 25 April 2040

 

"THAT THIS MEETING (the "Meeting") of the holders of £300,000,000 8.250 per cent. Class A Unwrapped Bonds due 25 April 2040 (the "Bondholders") guaranteed by Thames Water Utilities Holdings Limited and Thames Water Utilities Limited (each a "Guarantor" and together, the "Guarantors"), issued by Thames Water Utilities Finance plc (the "Issuer") and constituted by a trust deed originally dated 30 August 2007, as amended and restated or supplemented from time to time (the "Bond Trust Deed"), between, amongst others, the Issuer and Deutsche Trustee Company Limited (the "Bond Trustee"), by Extraordinary Resolution (as defined in the Bond Trust Deed) HEREBY:

(1)        sanctions and approves the STID Proposal in respect of the September Interim Accounts Waiver from TWUL dated 25 October 2024 to which this Extraordinary Resolution relates (the "September Interim Accounts Waiver STID Proposal") and the Waiver Letter (as defined in the STID Proposal) insofar as it relates to the September Interim Accounts Waiver STID Proposal, which is defined and described in the Solicitation Memorandum (as defined below);

(2)        assents to and authorises, directs, requests and empowers the Bond Trustee to (i) vote in favour of the September Interim Accounts Waiver STID Proposal, (ii) to direct the Security Trustee to execute the Waiver Letter insofar as it relates to the September Interim Accounts Waiver STID Proposal, and (iii) take all other actions including executing any other documents necessary, desirable or expedient to implement the September Interim Accounts Waiver STID Proposal and the waiver proposed in such STID Proposal;

(3)        waives any claim Bondholders may have against the Bond Trustee or Security Trustee as a result of any liability they may suffer or incur as a result of acting upon this Extraordinary Resolution and its implementation (including but not limited to circumstances where it is subsequently found that this Extraordinary Resolution is not valid or binding);

(4)        holds harmless, discharges and exonerates and (to the extent permitted or not restricted under the laws and regulations applicable to it) indemnifies the Bond Trustee and the Security Trustee from and against all liability for which it may have become or may become liable as a result of acting in accordance with this Extraordinary Resolution under the Bonds, the Finance Documents or otherwise in respect of any act or omission, including, without limitation, in connection with this Extraordinary Resolution or its implementation, such waivers or modifications in the Waiver Letter or the implementation thereof;

(5)        sanctions and assents to every abrogation, amendment, modification, compromise or arrangement in respect of the rights of the Bondholders against the Issuer or the relevant Guarantors or against any of their property whether such rights shall arise under the Bonds, the Finance Documents or otherwise involved in or resulting from the September Interim Accounts Waiver STID Proposal, this Extraordinary Resolution, the Waiver Letter, or their implementation and/or the waivers and modifications to the Bonds, the Finance Documents or otherwise (in each case, in accordance with the terms of the September Interim Accounts Waiver STID Proposal and the Waiver Letter) or their implementation;

(6)        approves that the Bond Trustee be and is hereby authorised and instructed not to obtain any legal opinions in relation to, or to enquire into the power and the capacity of any person to enter into the Waiver Letter or any other waivers to the Finance Documents of the due execution and delivery thereof by any party thereto or the validity and enforceability thereof; and

(7)        acknowledges that the approval of the September Interim Accounts Waiver STID Proposal is not conditional on the approval of the other STID Proposals.

Unless the context otherwise requires, capitalised terms used in this Extraordinary Resolution shall bear the meanings given to them in the Bond Trust Deed or, as applicable, the Solicitation Memorandum prepared by the Issuer and dated 25 October 2024 (the "Solicitation Memorandum")".

 

EXTRAORDINARY RESOLUTION IN RESPECT OF THE INTERIM RP LAUNCH WAIVER OF THE £50,000,000 3.853 per cent. Sub-Class A1 Index-Linked Unwrapped Bonds due 15 December 2040

 

"THAT THIS MEETING (the "Meeting") of the holders of £50,000,000 3.853 per cent. Sub-Class A1 Index-Linked Unwrapped Bonds due 15 December 2040 (the "Bondholders") guaranteed by Thames Water Utilities Holdings Limited and Thames Water Utilities Limited (each a "Guarantor" and together, the "Guarantors"), issued by Thames Water Utilities Finance plc (the "Issuer") and constituted by a trust deed originally dated 30 August 2007, as amended and restated or supplemented from time to time (the "Bond Trust Deed"), between, amongst others, the Issuer and Deutsche Trustee Company Limited (the "Bond Trustee"), by Extraordinary Resolution (as defined in the Bond Trust Deed) HEREBY:

(1)        sanctions and approves the STID Proposal in respect of the Interim RP Launch Waiver from TWUL dated 25 October 2024 to which this Extraordinary Resolution relates (the "Interim RP Launch Waiver STID Proposal") and the Waiver Letter (as defined in the STID Proposal) insofar as it relates to the Interim RP Launch Waiver STID Proposal, which is defined and described in the Solicitation Memorandum (as defined below);

(2)        assents to and authorises, directs, requests and empowers the Bond Trustee to (i) vote in favour of the Interim RP Launch Waiver STID Proposal, (ii) to direct the Security Trustee to execute the Waiver Letter insofar as it relates to the Interim RP Launch Waiver STID Proposal, and (iii) take all other actions including executing any other documents necessary, desirable or expedient to implement the Interim RP Launch Waiver STID Proposal and the waiver proposed in such STID Proposal;

(3)        waives any claim Bondholders may have against the Bond Trustee or Security Trustee as a result of any liability they may suffer or incur as a result of acting upon this Extraordinary Resolution and its implementation (including but not limited to circumstances where it is subsequently found that this Extraordinary Resolution is not valid or binding);

(4)        holds harmless, discharges and exonerates and (to the extent permitted or not restricted under the laws and regulations applicable to it) indemnifies the Bond Trustee and the Security Trustee from and against all liability for which it may have become or may become liable as a result of acting in accordance with this Extraordinary Resolution under the Bonds, the Finance Documents or otherwise in respect of any act or omission, including, without limitation, in connection with this Extraordinary Resolution or its implementation, such waivers or modifications in the Waiver Letter or the implementation thereof;

(5)        sanctions and assents to every abrogation, amendment, modification, compromise or arrangement in respect of the rights of the Bondholders against the Issuer or the relevant Guarantors or against any of their property whether such rights shall arise under the Bonds, the Finance Documents or otherwise involved in or resulting from the Interim RP Launch Waiver STID Proposal, this Extraordinary Resolution, the Waiver Letter, or their implementation and/or the waivers and modifications to the Bonds, the Finance Documents or otherwise (in each case, in accordance with the terms of the Interim RP Launch Waiver STID Proposal and the Waiver Letter) or their implementation;

(6)        approves that the Bond Trustee be and is hereby authorised and instructed not to obtain any legal opinions in relation to, or to enquire into the power and the capacity of any person to enter into the Waiver Letter or any other waivers to the Finance Documents of the due execution and delivery thereof by any party thereto or the validity and enforceability thereof; and

(7)        acknowledges that the approval of the Interim RP Launch Waiver STID Proposal is not conditional on the approval of the other STID Proposals.

Unless the context otherwise requires, capitalised terms used in this Extraordinary Resolution shall bear the meanings given to them in the Bond Trust Deed or, as applicable, the Solicitation Memorandum prepared by the Issuer and dated 25 October 2024 (the "Solicitation Memorandum")".

 

EXTRAORDINARY RESOLUTION IN RESPECT OF THE RESERVE ACCOUNT RESTRICTED CASH RELEASE WAIVER OF THE £50,000,000 3.853 per cent. Sub-Class A1 Index-Linked Unwrapped Bonds due 15 December 2040

 

"THAT THIS MEETING (the "Meeting") of the holders of £50,000,000 3.853 per cent. Sub-Class A1 Index-Linked Unwrapped Bonds due 15 December 2040 (the "Bondholders") guaranteed by Thames Water Utilities Holdings Limited and Thames Water Utilities Limited (each a "Guarantor" and together, the "Guarantors"), issued by Thames Water Utilities Finance plc (the "Issuer") and constituted by a trust deed originally dated 30 August 2007, as amended and restated or supplemented from time to time (the "Bond Trust Deed"), between, amongst others, the Issuer and Deutsche Trustee Company Limited (the "Bond Trustee"), by Extraordinary Resolution (as defined in the Bond Trust Deed) HEREBY:

(1)        sanctions and approves the STID Proposal in respect of the Reserve Account Restricted Cash Release Waiver from TWUL dated 25 October 2024 to which this Extraordinary Resolution relates (the "Reserve Account Restricted Cash Release Waiver STID Proposal") and the Waiver Letter (as defined in the STID Proposal) insofar as it relates to the Reserve Account Restricted Cash Release Waiver STID Proposal, which is defined and described in the Solicitation Memorandum (as defined below);

(2)        assents to and authorises, directs, requests and empowers the Bond Trustee to (i) vote in favour of the Reserve Account Restricted Cash Release Waiver STID Proposal, (ii) to direct the Security Trustee to execute the Waiver Letter insofar as it relates to the Reserve Account Restricted Cash Release Waiver STID Proposal, and (iii) take all other actions including executing any other documents necessary, desirable or expedient to implement the Reserve Account Restricted Cash Release Waiver STID Proposal and the waiver proposed in such STID Proposal;

(3)        waives any claim Bondholders may have against the Bond Trustee or Security Trustee as a result of any liability they may suffer or incur as a result of acting upon this Extraordinary Resolution and its implementation (including but not limited to circumstances where it is subsequently found that this Extraordinary Resolution is not valid or binding);

(4)        holds harmless, discharges and exonerates and (to the extent permitted or not restricted under the laws and regulations applicable to it) indemnifies the Bond Trustee and the Security Trustee from and against all liability for which it may have become or may become liable as a result of acting in accordance with this Extraordinary Resolution under the Bonds, the Finance Documents or otherwise in respect of any act or omission, including, without limitation, in connection with this Extraordinary Resolution or its implementation, such waivers or modifications in the Waiver Letter or the implementation thereof;

(5)        sanctions and assents to every abrogation, amendment, modification, compromise or arrangement in respect of the rights of the Bondholders against the Issuer or the relevant Guarantors or against any of their property whether such rights shall arise under the Bonds, the Finance Documents or otherwise involved in or resulting from the Reserve Account Restricted Cash Release Waiver STID Proposal, this Extraordinary Resolution, the Waiver Letter, or their implementation and/or the waivers and modifications to the Bonds, the Finance Documents or otherwise (in each case, in accordance with the terms of the Reserve Account Restricted Cash Release Waiver STID Proposal and the Waiver Letter) or their implementation;

(6)        approves that the Bond Trustee be and is hereby authorised and instructed not to obtain any legal opinions in relation to, or to enquire into the power and the capacity of any person to enter into the Waiver Letter or any other waivers to the Finance Documents of the due execution and delivery thereof by any party thereto or the validity and enforceability thereof; and

(7)        acknowledges that the approval of the Reserve Account Restricted Cash Release Waiver STID Proposal is not conditional on the approval of the other STID Proposals.

Unless the context otherwise requires, capitalised terms used in this Extraordinary Resolution shall bear the meanings given to them in the Bond Trust Deed or, as applicable, the Solicitation Memorandum prepared by the Issuer and dated 25 October 2024 (the "Solicitation Memorandum")".

 

EXTRAORDINARY RESOLUTION IN RESPECT OF THE COMPENSATION ACCOUNT RESTRICTED CASH RELEASE WAIVER OF THE £50,000,000 3.853 per cent. Sub-Class A1 Index-Linked Unwrapped Bonds due 15 December 2040

 

"THAT THIS MEETING (the "Meeting") of the holders of £50,000,000 3.853 per cent. Sub-Class A1 Index-Linked Unwrapped Bonds due 15 December 2040 (the "Bondholders") guaranteed by Thames Water Utilities Holdings Limited and Thames Water Utilities Limited (each a "Guarantor" and together, the "Guarantors"), issued by Thames Water Utilities Finance plc (the "Issuer") and constituted by a trust deed originally dated 30 August 2007, as amended and restated or supplemented from time to time (the "Bond Trust Deed"), between, amongst others, the Issuer and Deutsche Trustee Company Limited (the "Bond Trustee"), by Extraordinary Resolution (as defined in the Bond Trust Deed) HEREBY:

(1)        sanctions and approves the STID Proposal in respect of the Compensation Account Restricted Cash Release Waiver from TWUL dated 25 October 2024 to which this Extraordinary Resolution relates (the "Compensation Account Restricted Cash Release Waiver STID Proposal") and the Waiver Letter (as defined in the STID Proposal) insofar as it relates to the Compensation Account Restricted Cash Release Waiver STID Proposal, which is defined and described in the Solicitation Memorandum (as defined below);

(2)        assents to and authorises, directs, requests and empowers the Bond Trustee to (i) vote in favour of the Compensation Account Restricted Cash Release Waiver STID Proposal, (ii) to direct the Security Trustee to execute the Waiver Letter insofar as it relates to the Compensation Account Restricted Cash Release Waiver STID Proposal, and (iii) take all other actions including executing any other documents necessary, desirable or expedient to implement the Compensation Account Restricted Cash Release Waiver STID Proposal and the waiver proposed in such STID Proposal;

(3)        waives any claim Bondholders may have against the Bond Trustee or Security Trustee as a result of any liability they may suffer or incur as a result of acting upon this Extraordinary Resolution and its implementation (including but not limited to circumstances where it is subsequently found that this Extraordinary Resolution is not valid or binding);

(4)        holds harmless, discharges and exonerates and (to the extent permitted or not restricted under the laws and regulations applicable to it) indemnifies the Bond Trustee and the Security Trustee from and against all liability for which it may have become or may become liable as a result of acting in accordance with this Extraordinary Resolution under the Bonds, the Finance Documents or otherwise in respect of any act or omission, including, without limitation, in connection with this Extraordinary Resolution or its implementation, such waivers or modifications in the Waiver Letter or the implementation thereof;

(5)        sanctions and assents to every abrogation, amendment, modification, compromise or arrangement in respect of the rights of the Bondholders against the Issuer or the relevant Guarantors or against any of their property whether such rights shall arise under the Bonds, the Finance Documents or otherwise involved in or resulting from the Compensation Account Restricted Cash Release Waiver STID Proposal, this Extraordinary Resolution, the Waiver Letter, or their implementation and/or the waivers and modifications to the Bonds, the Finance Documents or otherwise (in each case, in accordance with the terms of the Compensation Account Restricted Cash Release Waiver STID Proposal and the Waiver Letter) or their implementation;

(6)        approves that the Bond Trustee be and is hereby authorised and instructed not to obtain any legal opinions in relation to, or to enquire into the power and the capacity of any person to enter into the Waiver Letter or any other waivers to the Finance Documents of the due execution and delivery thereof by any party thereto or the validity and enforceability thereof; and

(7)        acknowledges that the approval of the Compensation Account Restricted Cash Release Waiver STID Proposal is not conditional on the approval of the other STID Proposals.

Unless the context otherwise requires, capitalised terms used in this Extraordinary Resolution shall bear the meanings given to them in the Bond Trust Deed or, as applicable, the Solicitation Memorandum prepared by the Issuer and dated 25 October 2024 (the "Solicitation Memorandum")".

 

EXTRAORDINARY RESOLUTION IN RESPECT OF THE SEPTEMBER INTERIM ACCOUNTS WAIVER OF THE £50,000,000 3.853 per cent. Sub-Class A1 Index-Linked Unwrapped Bonds due 15 December 2040

 

"THAT THIS MEETING (the "Meeting") of the holders of £50,000,000 3.853 per cent. Sub-Class A1 Index-Linked Unwrapped Bonds due 15 December 2040 (the "Bondholders") guaranteed by Thames Water Utilities Holdings Limited and Thames Water Utilities Limited (each a "Guarantor" and together, the "Guarantors"), issued by Thames Water Utilities Finance plc (the "Issuer") and constituted by a trust deed originally dated 30 August 2007, as amended and restated or supplemented from time to time (the "Bond Trust Deed"), between, amongst others, the Issuer and Deutsche Trustee Company Limited (the "Bond Trustee"), by Extraordinary Resolution (as defined in the Bond Trust Deed) HEREBY:

(1)        sanctions and approves the STID Proposal in respect of the September Interim Accounts Waiver from TWUL dated 25 October 2024 to which this Extraordinary Resolution relates (the "September Interim Accounts Waiver STID Proposal") and the Waiver Letter (as defined in the STID Proposal) insofar as it relates to the September Interim Accounts Waiver STID Proposal, which is defined and described in the Solicitation Memorandum (as defined below);

(2)        assents to and authorises, directs, requests and empowers the Bond Trustee to (i) vote in favour of the September Interim Accounts Waiver STID Proposal, (ii) to direct the Security Trustee to execute the Waiver Letter insofar as it relates to the September Interim Accounts Waiver STID Proposal, and (iii) take all other actions including executing any other documents necessary, desirable or expedient to implement the September Interim Accounts Waiver STID Proposal and the waiver proposed in such STID Proposal;

(3)        waives any claim Bondholders may have against the Bond Trustee or Security Trustee as a result of any liability they may suffer or incur as a result of acting upon this Extraordinary Resolution and its implementation (including but not limited to circumstances where it is subsequently found that this Extraordinary Resolution is not valid or binding);

(4)        holds harmless, discharges and exonerates and (to the extent permitted or not restricted under the laws and regulations applicable to it) indemnifies the Bond Trustee and the Security Trustee from and against all liability for which it may have become or may become liable as a result of acting in accordance with this Extraordinary Resolution under the Bonds, the Finance Documents or otherwise in respect of any act or omission, including, without limitation, in connection with this Extraordinary Resolution or its implementation, such waivers or modifications in the Waiver Letter or the implementation thereof;

(5)        sanctions and assents to every abrogation, amendment, modification, compromise or arrangement in respect of the rights of the Bondholders against the Issuer or the relevant Guarantors or against any of their property whether such rights shall arise under the Bonds, the Finance Documents or otherwise involved in or resulting from the September Interim Accounts Waiver STID Proposal, this Extraordinary Resolution, the Waiver Letter, or their implementation and/or the waivers and modifications to the Bonds, the Finance Documents or otherwise (in each case, in accordance with the terms of the September Interim Accounts Waiver STID Proposal and the Waiver Letter) or their implementation;

(6)        approves that the Bond Trustee be and is hereby authorised and instructed not to obtain any legal opinions in relation to, or to enquire into the power and the capacity of any person to enter into the Waiver Letter or any other waivers to the Finance Documents of the due execution and delivery thereof by any party thereto or the validity and enforceability thereof; and

(7)        acknowledges that the approval of the September Interim Accounts Waiver STID Proposal is not conditional on the approval of the other STID Proposals.

Unless the context otherwise requires, capitalised terms used in this Extraordinary Resolution shall bear the meanings given to them in the Bond Trust Deed or, as applicable, the Solicitation Memorandum prepared by the Issuer and dated 25 October 2024 (the "Solicitation Memorandum")".

 

EXTRAORDINARY RESOLUTION IN RESPECT OF THE INTERIM RP LAUNCH WAIVER OF THE £500,000,000 5.50 per cent. Class A Guaranteed Unwrapped Bonds due 11 February 2041

 

"THAT THIS MEETING (the "Meeting") of the holders of £500,000,000 5.50 per cent. Class A Guaranteed Unwrapped Bonds due 11 February 2041 (the "Bondholders") guaranteed by Thames Water Utilities Holdings Limited and Thames Water Utilities Limited (each a "Guarantor" and together, the "Guarantors"), issued by Thames Water Utilities Finance plc (the "Issuer") and constituted by a trust deed originally dated 30 August 2007, as amended and restated or supplemented from time to time (the "Bond Trust Deed"), between, amongst others, the Issuer and Deutsche Trustee Company Limited (the "Bond Trustee"), by Extraordinary Resolution (as defined in the Bond Trust Deed) HEREBY:

(1)        sanctions and approves the STID Proposal in respect of the Interim RP Launch Waiver from TWUL dated 25 October 2024 to which this Extraordinary Resolution relates (the "Interim RP Launch Waiver STID Proposal") and the Waiver Letter (as defined in the STID Proposal) insofar as it relates to the Interim RP Launch Waiver STID Proposal, which is defined and described in the Solicitation Memorandum (as defined below);

(2)        assents to and authorises, directs, requests and empowers the Bond Trustee to (i) vote in favour of the Interim RP Launch Waiver STID Proposal, (ii) to direct the Security Trustee to execute the Waiver Letter insofar as it relates to the Interim RP Launch Waiver STID Proposal, and (iii) take all other actions including executing any other documents necessary, desirable or expedient to implement the Interim RP Launch Waiver STID Proposal and the waiver proposed in such STID Proposal;

(3)        waives any claim Bondholders may have against the Bond Trustee or Security Trustee as a result of any liability they may suffer or incur as a result of acting upon this Extraordinary Resolution and its implementation (including but not limited to circumstances where it is subsequently found that this Extraordinary Resolution is not valid or binding);

(4)        holds harmless, discharges and exonerates and (to the extent permitted or not restricted under the laws and regulations applicable to it) indemnifies the Bond Trustee and the Security Trustee from and against all liability for which it may have become or may become liable as a result of acting in accordance with this Extraordinary Resolution under the Bonds, the Finance Documents or otherwise in respect of any act or omission, including, without limitation, in connection with this Extraordinary Resolution or its implementation, such waivers or modifications in the Waiver Letter or the implementation thereof;

(5)        sanctions and assents to every abrogation, amendment, modification, compromise or arrangement in respect of the rights of the Bondholders against the Issuer or the relevant Guarantors or against any of their property whether such rights shall arise under the Bonds, the Finance Documents or otherwise involved in or resulting from the Interim RP Launch Waiver STID Proposal, this Extraordinary Resolution, the Waiver Letter, or their implementation and/or the waivers and modifications to the Bonds, the Finance Documents or otherwise (in each case, in accordance with the terms of the Interim RP Launch Waiver STID Proposal and the Waiver Letter) or their implementation;

(6)        approves that the Bond Trustee be and is hereby authorised and instructed not to obtain any legal opinions in relation to, or to enquire into the power and the capacity of any person to enter into the Waiver Letter or any other waivers to the Finance Documents of the due execution and delivery thereof by any party thereto or the validity and enforceability thereof; and

(7)        acknowledges that the approval of the Interim RP Launch Waiver STID Proposal is not conditional on the approval of the other STID Proposals.

Unless the context otherwise requires, capitalised terms used in this Extraordinary Resolution shall bear the meanings given to them in the Bond Trust Deed or, as applicable, the Solicitation Memorandum prepared by the Issuer and dated 25 October 2024 (the "Solicitation Memorandum")".

 

EXTRAORDINARY RESOLUTION IN RESPECT OF THE RESERVE ACCOUNT RESTRICTED CASH RELEASE WAIVER OF THE £500,000,000 5.50 per cent. Class A Guaranteed Unwrapped Bonds due 11 February 2041

 

"THAT THIS MEETING (the "Meeting") of the holders of £500,000,000 5.50 per cent. Class A Guaranteed Unwrapped Bonds due 11 February 2041 (the "Bondholders") guaranteed by Thames Water Utilities Holdings Limited and Thames Water Utilities Limited (each a "Guarantor" and together, the "Guarantors"), issued by Thames Water Utilities Finance plc (the "Issuer") and constituted by a trust deed originally dated 30 August 2007, as amended and restated or supplemented from time to time (the "Bond Trust Deed"), between, amongst others, the Issuer and Deutsche Trustee Company Limited (the "Bond Trustee"), by Extraordinary Resolution (as defined in the Bond Trust Deed) HEREBY:

(1)        sanctions and approves the STID Proposal in respect of the Reserve Account Restricted Cash Release Waiver from TWUL dated 25 October 2024 to which this Extraordinary Resolution relates (the "Reserve Account Restricted Cash Release Waiver STID Proposal") and the Waiver Letter (as defined in the STID Proposal) insofar as it relates to the Reserve Account Restricted Cash Release Waiver STID Proposal, which is defined and described in the Solicitation Memorandum (as defined below);

(2)        assents to and authorises, directs, requests and empowers the Bond Trustee to (i) vote in favour of the Reserve Account Restricted Cash Release Waiver STID Proposal, (ii) to direct the Security Trustee to execute the Waiver Letter insofar as it relates to the Reserve Account Restricted Cash Release Waiver STID Proposal, and (iii) take all other actions including executing any other documents necessary, desirable or expedient to implement the Reserve Account Restricted Cash Release Waiver STID Proposal and the waiver proposed in such STID Proposal;

(3)        waives any claim Bondholders may have against the Bond Trustee or Security Trustee as a result of any liability they may suffer or incur as a result of acting upon this Extraordinary Resolution and its implementation (including but not limited to circumstances where it is subsequently found that this Extraordinary Resolution is not valid or binding);

(4)        holds harmless, discharges and exonerates and (to the extent permitted or not restricted under the laws and regulations applicable to it) indemnifies the Bond Trustee and the Security Trustee from and against all liability for which it may have become or may become liable as a result of acting in accordance with this Extraordinary Resolution under the Bonds, the Finance Documents or otherwise in respect of any act or omission, including, without limitation, in connection with this Extraordinary Resolution or its implementation, such waivers or modifications in the Waiver Letter or the implementation thereof;

(5)        sanctions and assents to every abrogation, amendment, modification, compromise or arrangement in respect of the rights of the Bondholders against the Issuer or the relevant Guarantors or against any of their property whether such rights shall arise under the Bonds, the Finance Documents or otherwise involved in or resulting from the Reserve Account Restricted Cash Release Waiver STID Proposal, this Extraordinary Resolution, the Waiver Letter, or their implementation and/or the waivers and modifications to the Bonds, the Finance Documents or otherwise (in each case, in accordance with the terms of the Reserve Account Restricted Cash Release Waiver STID Proposal and the Waiver Letter) or their implementation;

(6)        approves that the Bond Trustee be and is hereby authorised and instructed not to obtain any legal opinions in relation to, or to enquire into the power and the capacity of any person to enter into the Waiver Letter or any other waivers to the Finance Documents of the due execution and delivery thereof by any party thereto or the validity and enforceability thereof; and

(7)        acknowledges that the approval of the Reserve Account Restricted Cash Release Waiver STID Proposal is not conditional on the approval of the other STID Proposals.

Unless the context otherwise requires, capitalised terms used in this Extraordinary Resolution shall bear the meanings given to them in the Bond Trust Deed or, as applicable, the Solicitation Memorandum prepared by the Issuer and dated 25 October 2024 (the "Solicitation Memorandum")".

 

EXTRAORDINARY RESOLUTION IN RESPECT OF THE COMPENSATION ACCOUNT RESTRICTED CASH RELEASE WAIVER OF THE £500,000,000 5.50 per cent. Class A Guaranteed Unwrapped Bonds due 11 February 2041

 

"THAT THIS MEETING (the "Meeting") of the holders of £500,000,000 5.50 per cent. Class A Guaranteed Unwrapped Bonds due 11 February 2041 (the "Bondholders") guaranteed by Thames Water Utilities Holdings Limited and Thames Water Utilities Limited (each a "Guarantor" and together, the "Guarantors"), issued by Thames Water Utilities Finance plc (the "Issuer") and constituted by a trust deed originally dated 30 August 2007, as amended and restated or supplemented from time to time (the "Bond Trust Deed"), between, amongst others, the Issuer and Deutsche Trustee Company Limited (the "Bond Trustee"), by Extraordinary Resolution (as defined in the Bond Trust Deed) HEREBY:

(1)        sanctions and approves the STID Proposal in respect of the Compensation Account Restricted Cash Release Waiver from TWUL dated 25 October 2024 to which this Extraordinary Resolution relates (the "Compensation Account Restricted Cash Release Waiver STID Proposal") and the Waiver Letter (as defined in the STID Proposal) insofar as it relates to the Compensation Account Restricted Cash Release Waiver STID Proposal, which is defined and described in the Solicitation Memorandum (as defined below);

(2)        assents to and authorises, directs, requests and empowers the Bond Trustee to (i) vote in favour of the Compensation Account Restricted Cash Release Waiver STID Proposal, (ii) to direct the Security Trustee to execute the Waiver Letter insofar as it relates to the Compensation Account Restricted Cash Release Waiver STID Proposal, and (iii) take all other actions including executing any other documents necessary, desirable or expedient to implement the Compensation Account Restricted Cash Release Waiver STID Proposal and the waiver proposed in such STID Proposal;

(3)        waives any claim Bondholders may have against the Bond Trustee or Security Trustee as a result of any liability they may suffer or incur as a result of acting upon this Extraordinary Resolution and its implementation (including but not limited to circumstances where it is subsequently found that this Extraordinary Resolution is not valid or binding);

(4)        holds harmless, discharges and exonerates and (to the extent permitted or not restricted under the laws and regulations applicable to it) indemnifies the Bond Trustee and the Security Trustee from and against all liability for which it may have become or may become liable as a result of acting in accordance with this Extraordinary Resolution under the Bonds, the Finance Documents or otherwise in respect of any act or omission, including, without limitation, in connection with this Extraordinary Resolution or its implementation, such waivers or modifications in the Waiver Letter or the implementation thereof;

(5)        sanctions and assents to every abrogation, amendment, modification, compromise or arrangement in respect of the rights of the Bondholders against the Issuer or the relevant Guarantors or against any of their property whether such rights shall arise under the Bonds, the Finance Documents or otherwise involved in or resulting from the Compensation Account Restricted Cash Release Waiver STID Proposal, this Extraordinary Resolution, the Waiver Letter, or their implementation and/or the waivers and modifications to the Bonds, the Finance Documents or otherwise (in each case, in accordance with the terms of the Compensation Account Restricted Cash Release Waiver STID Proposal and the Waiver Letter) or their implementation;

(6)        approves that the Bond Trustee be and is hereby authorised and instructed not to obtain any legal opinions in relation to, or to enquire into the power and the capacity of any person to enter into the Waiver Letter or any other waivers to the Finance Documents of the due execution and delivery thereof by any party thereto or the validity and enforceability thereof; and

(7)        acknowledges that the approval of the Compensation Account Restricted Cash Release Waiver STID Proposal is not conditional on the approval of the other STID Proposals.

Unless the context otherwise requires, capitalised terms used in this Extraordinary Resolution shall bear the meanings given to them in the Bond Trust Deed or, as applicable, the Solicitation Memorandum prepared by the Issuer and dated 25 October 2024 (the "Solicitation Memorandum")".

 

EXTRAORDINARY RESOLUTION IN RESPECT OF THE SEPTEMBER INTERIM ACCOUNTS WAIVER OF THE £500,000,000 5.50 per cent. Class A Guaranteed Unwrapped Bonds due 11 February 2041

 

"THAT THIS MEETING (the "Meeting") of the holders of £500,000,000 5.50 per cent. Class A Guaranteed Unwrapped Bonds due 11 February 2041 (the "Bondholders") guaranteed by Thames Water Utilities Holdings Limited and Thames Water Utilities Limited (each a "Guarantor" and together, the "Guarantors"), issued by Thames Water Utilities Finance plc (the "Issuer") and constituted by a trust deed originally dated 30 August 2007, as amended and restated or supplemented from time to time (the "Bond Trust Deed"), between, amongst others, the Issuer and Deutsche Trustee Company Limited (the "Bond Trustee"), by Extraordinary Resolution (as defined in the Bond Trust Deed) HEREBY:

(1)        sanctions and approves the STID Proposal in respect of the September Interim Accounts Waiver from TWUL dated 25 October 2024 to which this Extraordinary Resolution relates (the "September Interim Accounts Waiver STID Proposal") and the Waiver Letter (as defined in the STID Proposal) insofar as it relates to the September Interim Accounts Waiver STID Proposal, which is defined and described in the Solicitation Memorandum (as defined below);

(2)        assents to and authorises, directs, requests and empowers the Bond Trustee to (i) vote in favour of the September Interim Accounts Waiver STID Proposal, (ii) to direct the Security Trustee to execute the Waiver Letter insofar as it relates to the September Interim Accounts Waiver STID Proposal, and (iii) take all other actions including executing any other documents necessary, desirable or expedient to implement the September Interim Accounts Waiver STID Proposal and the waiver proposed in such STID Proposal;

(3)        waives any claim Bondholders may have against the Bond Trustee or Security Trustee as a result of any liability they may suffer or incur as a result of acting upon this Extraordinary Resolution and its implementation (including but not limited to circumstances where it is subsequently found that this Extraordinary Resolution is not valid or binding);

(4)        holds harmless, discharges and exonerates and (to the extent permitted or not restricted under the laws and regulations applicable to it) indemnifies the Bond Trustee and the Security Trustee from and against all liability for which it may have become or may become liable as a result of acting in accordance with this Extraordinary Resolution under the Bonds, the Finance Documents or otherwise in respect of any act or omission, including, without limitation, in connection with this Extraordinary Resolution or its implementation, such waivers or modifications in the Waiver Letter or the implementation thereof;

(5)        sanctions and assents to every abrogation, amendment, modification, compromise or arrangement in respect of the rights of the Bondholders against the Issuer or the relevant Guarantors or against any of their property whether such rights shall arise under the Bonds, the Finance Documents or otherwise involved in or resulting from the September Interim Accounts Waiver STID Proposal, this Extraordinary Resolution, the Waiver Letter, or their implementation and/or the waivers and modifications to the Bonds, the Finance Documents or otherwise (in each case, in accordance with the terms of the September Interim Accounts Waiver STID Proposal and the Waiver Letter) or their implementation;

(6)        approves that the Bond Trustee be and is hereby authorised and instructed not to obtain any legal opinions in relation to, or to enquire into the power and the capacity of any person to enter into the Waiver Letter or any other waivers to the Finance Documents of the due execution and delivery thereof by any party thereto or the validity and enforceability thereof; and

(7)        acknowledges that the approval of the September Interim Accounts Waiver STID Proposal is not conditional on the approval of the other STID Proposals.

Unless the context otherwise requires, capitalised terms used in this Extraordinary Resolution shall bear the meanings given to them in the Bond Trust Deed or, as applicable, the Solicitation Memorandum prepared by the Issuer and dated 25 October 2024 (the "Solicitation Memorandum")".

 

EXTRAORDINARY RESOLUTION IN RESPECT OF THE INTERIM RP LAUNCH WAIVER OF THE £50,000,000 1.98 per cent. Sub-Class A5 Index-Linked Unwrapped Bonds due 28 August 2042

 

"THAT THIS MEETING (the "Meeting") of the holders of £50,000,000 1.98 per cent. Sub-Class A5 Index-Linked Unwrapped Bonds due 28 August 2042 (the "Bondholders") guaranteed by Thames Water Utilities Holdings Limited and Thames Water Utilities Limited (each a "Guarantor" and together, the "Guarantors"), issued by Thames Water Utilities Finance plc (the "Issuer") and constituted by a trust deed originally dated 30 August 2007, as amended and restated or supplemented from time to time (the "Bond Trust Deed"), between, amongst others, the Issuer and Deutsche Trustee Company Limited (the "Bond Trustee"), by Extraordinary Resolution (as defined in the Bond Trust Deed) HEREBY:

(1)        sanctions and approves the STID Proposal in respect of the Interim RP Launch Waiver from TWUL dated 25 October 2024 to which this Extraordinary Resolution relates (the "Interim RP Launch Waiver STID Proposal") and the Waiver Letter (as defined in the STID Proposal) insofar as it relates to the Interim RP Launch Waiver STID Proposal, which is defined and described in the Solicitation Memorandum (as defined below);

(2)        assents to and authorises, directs, requests and empowers the Bond Trustee to (i) vote in favour of the Interim RP Launch Waiver STID Proposal, (ii) to direct the Security Trustee to execute the Waiver Letter insofar as it relates to the Interim RP Launch Waiver STID Proposal, and (iii) take all other actions including executing any other documents necessary, desirable or expedient to implement the Interim RP Launch Waiver STID Proposal and the waiver proposed in such STID Proposal;

(3)        waives any claim Bondholders may have against the Bond Trustee or Security Trustee as a result of any liability they may suffer or incur as a result of acting upon this Extraordinary Resolution and its implementation (including but not limited to circumstances where it is subsequently found that this Extraordinary Resolution is not valid or binding);

(4)        holds harmless, discharges and exonerates and (to the extent permitted or not restricted under the laws and regulations applicable to it) indemnifies the Bond Trustee and the Security Trustee from and against all liability for which it may have become or may become liable as a result of acting in accordance with this Extraordinary Resolution under the Bonds, the Finance Documents or otherwise in respect of any act or omission, including, without limitation, in connection with this Extraordinary Resolution or its implementation, such waivers or modifications in the Waiver Letter or the implementation thereof;

(5)        sanctions and assents to every abrogation, amendment, modification, compromise or arrangement in respect of the rights of the Bondholders against the Issuer or the relevant Guarantors or against any of their property whether such rights shall arise under the Bonds, the Finance Documents or otherwise involved in or resulting from the Interim RP Launch Waiver STID Proposal, this Extraordinary Resolution, the Waiver Letter, or their implementation and/or the waivers and modifications to the Bonds, the Finance Documents or otherwise (in each case, in accordance with the terms of the Interim RP Launch Waiver STID Proposal and the Waiver Letter) or their implementation;

(6)        approves that the Bond Trustee be and is hereby authorised and instructed not to obtain any legal opinions in relation to, or to enquire into the power and the capacity of any person to enter into the Waiver Letter or any other waivers to the Finance Documents of the due execution and delivery thereof by any party thereto or the validity and enforceability thereof; and

(7)        acknowledges that the approval of the Interim RP Launch Waiver STID Proposal is not conditional on the approval of the other STID Proposals.

Unless the context otherwise requires, capitalised terms used in this Extraordinary Resolution shall bear the meanings given to them in the Bond Trust Deed or, as applicable, the Solicitation Memorandum prepared by the Issuer and dated 25 October 2024 (the "Solicitation Memorandum")".

 

EXTRAORDINARY RESOLUTION IN RESPECT OF THE RESERVE ACCOUNT RESTRICTED CASH RELEASE WAIVER OF THE £50,000,000 1.98 per cent. Sub-Class A5 Index-Linked Unwrapped Bonds due 28 August 2042

 

"THAT THIS MEETING (the "Meeting") of the holders of £50,000,000 1.98 per cent. Sub-Class A5 Index-Linked Unwrapped Bonds due 28 August 2042 (the "Bondholders") guaranteed by Thames Water Utilities Holdings Limited and Thames Water Utilities Limited (each a "Guarantor" and together, the "Guarantors"), issued by Thames Water Utilities Finance plc (the "Issuer") and constituted by a trust deed originally dated 30 August 2007, as amended and restated or supplemented from time to time (the "Bond Trust Deed"), between, amongst others, the Issuer and Deutsche Trustee Company Limited (the "Bond Trustee"), by Extraordinary Resolution (as defined in the Bond Trust Deed) HEREBY:

(1)        sanctions and approves the STID Proposal in respect of the Reserve Account Restricted Cash Release Waiver from TWUL dated 25 October 2024 to which this Extraordinary Resolution relates (the "Reserve Account Restricted Cash Release Waiver STID Proposal") and the Waiver Letter (as defined in the STID Proposal) insofar as it relates to the Reserve Account Restricted Cash Release Waiver STID Proposal, which is defined and described in the Solicitation Memorandum (as defined below);

(2)        assents to and authorises, directs, requests and empowers the Bond Trustee to (i) vote in favour of the Reserve Account Restricted Cash Release Waiver STID Proposal, (ii) to direct the Security Trustee to execute the Waiver Letter insofar as it relates to the Reserve Account Restricted Cash Release Waiver STID Proposal, and (iii) take all other actions including executing any other documents necessary, desirable or expedient to implement the Reserve Account Restricted Cash Release Waiver STID Proposal and the waiver proposed in such STID Proposal;

(3)        waives any claim Bondholders may have against the Bond Trustee or Security Trustee as a result of any liability they may suffer or incur as a result of acting upon this Extraordinary Resolution and its implementation (including but not limited to circumstances where it is subsequently found that this Extraordinary Resolution is not valid or binding);

(4)        holds harmless, discharges and exonerates and (to the extent permitted or not restricted under the laws and regulations applicable to it) indemnifies the Bond Trustee and the Security Trustee from and against all liability for which it may have become or may become liable as a result of acting in accordance with this Extraordinary Resolution under the Bonds, the Finance Documents or otherwise in respect of any act or omission, including, without limitation, in connection with this Extraordinary Resolution or its implementation, such waivers or modifications in the Waiver Letter or the implementation thereof;

(5)        sanctions and assents to every abrogation, amendment, modification, compromise or arrangement in respect of the rights of the Bondholders against the Issuer or the relevant Guarantors or against any of their property whether such rights shall arise under the Bonds, the Finance Documents or otherwise involved in or resulting from the Reserve Account Restricted Cash Release Waiver STID Proposal, this Extraordinary Resolution, the Waiver Letter, or their implementation and/or the waivers and modifications to the Bonds, the Finance Documents or otherwise (in each case, in accordance with the terms of the Reserve Account Restricted Cash Release Waiver STID Proposal and the Waiver Letter) or their implementation;

(6)        approves that the Bond Trustee be and is hereby authorised and instructed not to obtain any legal opinions in relation to, or to enquire into the power and the capacity of any person to enter into the Waiver Letter or any other waivers to the Finance Documents of the due execution and delivery thereof by any party thereto or the validity and enforceability thereof; and

(7)        acknowledges that the approval of the Reserve Account Restricted Cash Release Waiver STID Proposal is not conditional on the approval of the other STID Proposals.

Unless the context otherwise requires, capitalised terms used in this Extraordinary Resolution shall bear the meanings given to them in the Bond Trust Deed or, as applicable, the Solicitation Memorandum prepared by the Issuer and dated 25 October 2024 (the "Solicitation Memorandum")".

 

EXTRAORDINARY RESOLUTION IN RESPECT OF THE COMPENSATION ACCOUNT RESTRICTED CASH RELEASE WAIVER OF THE £50,000,000 1.98 per cent. Sub-Class A5 Index-Linked Unwrapped Bonds due 28 August 2042

 

"THAT THIS MEETING (the "Meeting") of the holders of £50,000,000 1.98 per cent. Sub-Class A5 Index-Linked Unwrapped Bonds due 28 August 2042 (the "Bondholders") guaranteed by Thames Water Utilities Holdings Limited and Thames Water Utilities Limited (each a "Guarantor" and together, the "Guarantors"), issued by Thames Water Utilities Finance plc (the "Issuer") and constituted by a trust deed originally dated 30 August 2007, as amended and restated or supplemented from time to time (the "Bond Trust Deed"), between, amongst others, the Issuer and Deutsche Trustee Company Limited (the "Bond Trustee"), by Extraordinary Resolution (as defined in the Bond Trust Deed) HEREBY:

(1)        sanctions and approves the STID Proposal in respect of the Compensation Account Restricted Cash Release Waiver from TWUL dated 25 October 2024 to which this Extraordinary Resolution relates (the "Compensation Account Restricted Cash Release Waiver STID Proposal") and the Waiver Letter (as defined in the STID Proposal) insofar as it relates to the Compensation Account Restricted Cash Release Waiver STID Proposal, which is defined and described in the Solicitation Memorandum (as defined below);

(2)        assents to and authorises, directs, requests and empowers the Bond Trustee to (i) vote in favour of the Compensation Account Restricted Cash Release Waiver STID Proposal, (ii) to direct the Security Trustee to execute the Waiver Letter insofar as it relates to the Compensation Account Restricted Cash Release Waiver STID Proposal, and (iii) take all other actions including executing any other documents necessary, desirable or expedient to implement the Compensation Account Restricted Cash Release Waiver STID Proposal and the waiver proposed in such STID Proposal;

(3)        waives any claim Bondholders may have against the Bond Trustee or Security Trustee as a result of any liability they may suffer or incur as a result of acting upon this Extraordinary Resolution and its implementation (including but not limited to circumstances where it is subsequently found that this Extraordinary Resolution is not valid or binding);

(4)        holds harmless, discharges and exonerates and (to the extent permitted or not restricted under the laws and regulations applicable to it) indemnifies the Bond Trustee and the Security Trustee from and against all liability for which it may have become or may become liable as a result of acting in accordance with this Extraordinary Resolution under the Bonds, the Finance Documents or otherwise in respect of any act or omission, including, without limitation, in connection with this Extraordinary Resolution or its implementation, such waivers or modifications in the Waiver Letter or the implementation thereof;

(5)        sanctions and assents to every abrogation, amendment, modification, compromise or arrangement in respect of the rights of the Bondholders against the Issuer or the relevant Guarantors or against any of their property whether such rights shall arise under the Bonds, the Finance Documents or otherwise involved in or resulting from the Compensation Account Restricted Cash Release Waiver STID Proposal, this Extraordinary Resolution, the Waiver Letter, or their implementation and/or the waivers and modifications to the Bonds, the Finance Documents or otherwise (in each case, in accordance with the terms of the Compensation Account Restricted Cash Release Waiver STID Proposal and the Waiver Letter) or their implementation;

(6)        approves that the Bond Trustee be and is hereby authorised and instructed not to obtain any legal opinions in relation to, or to enquire into the power and the capacity of any person to enter into the Waiver Letter or any other waivers to the Finance Documents of the due execution and delivery thereof by any party thereto or the validity and enforceability thereof; and

(7)        acknowledges that the approval of the Compensation Account Restricted Cash Release Waiver STID Proposal is not conditional on the approval of the other STID Proposals.

Unless the context otherwise requires, capitalised terms used in this Extraordinary Resolution shall bear the meanings given to them in the Bond Trust Deed or, as applicable, the Solicitation Memorandum prepared by the Issuer and dated 25 October 2024 (the "Solicitation Memorandum")".

 

EXTRAORDINARY RESOLUTION IN RESPECT OF THE SEPTEMBER INTERIM ACCOUNTS WAIVER OF THE £50,000,000 1.98 per cent. Sub-Class A5 Index-Linked Unwrapped Bonds due 28 August 2042

 

"THAT THIS MEETING (the "Meeting") of the holders of £50,000,000 1.98 per cent. Sub-Class A5 Index-Linked Unwrapped Bonds due 28 August 2042 (the "Bondholders") guaranteed by Thames Water Utilities Holdings Limited and Thames Water Utilities Limited (each a "Guarantor" and together, the "Guarantors"), issued by Thames Water Utilities Finance plc (the "Issuer") and constituted by a trust deed originally dated 30 August 2007, as amended and restated or supplemented from time to time (the "Bond Trust Deed"), between, amongst others, the Issuer and Deutsche Trustee Company Limited (the "Bond Trustee"), by Extraordinary Resolution (as defined in the Bond Trust Deed) HEREBY:

(1)        sanctions and approves the STID Proposal in respect of the September Interim Accounts Waiver from TWUL dated 25 October 2024 to which this Extraordinary Resolution relates (the "September Interim Accounts Waiver STID Proposal") and the Waiver Letter (as defined in the STID Proposal) insofar as it relates to the September Interim Accounts Waiver STID Proposal, which is defined and described in the Solicitation Memorandum (as defined below);

(2)        assents to and authorises, directs, requests and empowers the Bond Trustee to (i) vote in favour of the September Interim Accounts Waiver STID Proposal, (ii) to direct the Security Trustee to execute the Waiver Letter insofar as it relates to the September Interim Accounts Waiver STID Proposal, and (iii) take all other actions including executing any other documents necessary, desirable or expedient to implement the September Interim Accounts Waiver STID Proposal and the waiver proposed in such STID Proposal;

(3)        waives any claim Bondholders may have against the Bond Trustee or Security Trustee as a result of any liability they may suffer or incur as a result of acting upon this Extraordinary Resolution and its implementation (including but not limited to circumstances where it is subsequently found that this Extraordinary Resolution is not valid or binding);

(4)        holds harmless, discharges and exonerates and (to the extent permitted or not restricted under the laws and regulations applicable to it) indemnifies the Bond Trustee and the Security Trustee from and against all liability for which it may have become or may become liable as a result of acting in accordance with this Extraordinary Resolution under the Bonds, the Finance Documents or otherwise in respect of any act or omission, including, without limitation, in connection with this Extraordinary Resolution or its implementation, such waivers or modifications in the Waiver Letter or the implementation thereof;

(5)        sanctions and assents to every abrogation, amendment, modification, compromise or arrangement in respect of the rights of the Bondholders against the Issuer or the relevant Guarantors or against any of their property whether such rights shall arise under the Bonds, the Finance Documents or otherwise involved in or resulting from the September Interim Accounts Waiver STID Proposal, this Extraordinary Resolution, the Waiver Letter, or their implementation and/or the waivers and modifications to the Bonds, the Finance Documents or otherwise (in each case, in accordance with the terms of the September Interim Accounts Waiver STID Proposal and the Waiver Letter) or their implementation;

(6)        approves that the Bond Trustee be and is hereby authorised and instructed not to obtain any legal opinions in relation to, or to enquire into the power and the capacity of any person to enter into the Waiver Letter or any other waivers to the Finance Documents of the due execution and delivery thereof by any party thereto or the validity and enforceability thereof; and

(7)        acknowledges that the approval of the September Interim Accounts Waiver STID Proposal is not conditional on the approval of the other STID Proposals.

Unless the context otherwise requires, capitalised terms used in this Extraordinary Resolution shall bear the meanings given to them in the Bond Trust Deed or, as applicable, the Solicitation Memorandum prepared by the Issuer and dated 25 October 2024 (the "Solicitation Memorandum")".

 

EXTRAORDINARY RESOLUTION IN RESPECT OF THE INTERIM RP LAUNCH WAIVER OF THE £55,000,000 2.091 per cent. Class A Guaranteed Unwrapped Index-Linked Bonds due 6 October 2042

 

"THAT THIS MEETING (the "Meeting") of the holders of £55,000,000 2.091 per cent. Class A Guaranteed Unwrapped Index-Linked Bonds due 6 October 2042 (the "Bondholders") guaranteed by Thames Water Utilities Holdings Limited and Thames Water Utilities Limited (each a "Guarantor" and together, the "Guarantors"), issued by Thames Water Utilities Finance plc (the "Issuer") and constituted by a trust deed originally dated 30 August 2007, as amended and restated or supplemented from time to time (the "Bond Trust Deed"), between, amongst others, the Issuer and Deutsche Trustee Company Limited (the "Bond Trustee"), by Extraordinary Resolution (as defined in the Bond Trust Deed) HEREBY:

(1)        sanctions and approves the STID Proposal in respect of the Interim RP Launch Waiver from TWUL dated 25 October 2024 to which this Extraordinary Resolution relates (the "Interim RP Launch Waiver STID Proposal") and the Waiver Letter (as defined in the STID Proposal) insofar as it relates to the Interim RP Launch Waiver STID Proposal, which is defined and described in the Solicitation Memorandum (as defined below);

(2)        assents to and authorises, directs, requests and empowers the Bond Trustee to (i) vote in favour of the Interim RP Launch Waiver STID Proposal, (ii) to direct the Security Trustee to execute the Waiver Letter insofar as it relates to the Interim RP Launch Waiver STID Proposal, and (iii) take all other actions including executing any other documents necessary, desirable or expedient to implement the Interim RP Launch Waiver STID Proposal and the waiver proposed in such STID Proposal;

(3)        waives any claim Bondholders may have against the Bond Trustee or Security Trustee as a result of any liability they may suffer or incur as a result of acting upon this Extraordinary Resolution and its implementation (including but not limited to circumstances where it is subsequently found that this Extraordinary Resolution is not valid or binding);

(4)        holds harmless, discharges and exonerates and (to the extent permitted or not restricted under the laws and regulations applicable to it) indemnifies the Bond Trustee and the Security Trustee from and against all liability for which it may have become or may become liable as a result of acting in accordance with this Extraordinary Resolution under the Bonds, the Finance Documents or otherwise in respect of any act or omission, including, without limitation, in connection with this Extraordinary Resolution or its implementation, such waivers or modifications in the Waiver Letter or the implementation thereof;

(5)        sanctions and assents to every abrogation, amendment, modification, compromise or arrangement in respect of the rights of the Bondholders against the Issuer or the relevant Guarantors or against any of their property whether such rights shall arise under the Bonds, the Finance Documents or otherwise involved in or resulting from the Interim RP Launch Waiver STID Proposal, this Extraordinary Resolution, the Waiver Letter, or their implementation and/or the waivers and modifications to the Bonds, the Finance Documents or otherwise (in each case, in accordance with the terms of the Interim RP Launch Waiver STID Proposal and the Waiver Letter) or their implementation;

(6)        approves that the Bond Trustee be and is hereby authorised and instructed not to obtain any legal opinions in relation to, or to enquire into the power and the capacity of any person to enter into the Waiver Letter or any other waivers to the Finance Documents of the due execution and delivery thereof by any party thereto or the validity and enforceability thereof; and

(7)        acknowledges that the approval of the Interim RP Launch Waiver STID Proposal is not conditional on the approval of the other STID Proposals.

Unless the context otherwise requires, capitalised terms used in this Extraordinary Resolution shall bear the meanings given to them in the Bond Trust Deed or, as applicable, the Solicitation Memorandum prepared by the Issuer and dated 25 October 2024 (the "Solicitation Memorandum")".

 

EXTRAORDINARY RESOLUTION IN RESPECT OF THE RESERVE ACCOUNT RESTRICTED CASH RELEASE WAIVER OF THE £55,000,000 2.091 per cent. Class A Guaranteed Unwrapped Index-Linked Bonds due 6 October 2042

 

"THAT THIS MEETING (the "Meeting") of the holders of £55,000,000 2.091 per cent. Class A Guaranteed Unwrapped Index-Linked Bonds due 6 October 2042 (the "Bondholders") guaranteed by Thames Water Utilities Holdings Limited and Thames Water Utilities Limited (each a "Guarantor" and together, the "Guarantors"), issued by Thames Water Utilities Finance plc (the "Issuer") and constituted by a trust deed originally dated 30 August 2007, as amended and restated or supplemented from time to time (the "Bond Trust Deed"), between, amongst others, the Issuer and Deutsche Trustee Company Limited (the "Bond Trustee"), by Extraordinary Resolution (as defined in the Bond Trust Deed) HEREBY:

(1)        sanctions and approves the STID Proposal in respect of the Reserve Account Restricted Cash Release Waiver from TWUL dated 25 October 2024 to which this Extraordinary Resolution relates (the "Reserve Account Restricted Cash Release Waiver STID Proposal") and the Waiver Letter (as defined in the STID Proposal) insofar as it relates to the Reserve Account Restricted Cash Release Waiver STID Proposal, which is defined and described in the Solicitation Memorandum (as defined below);

(2)        assents to and authorises, directs, requests and empowers the Bond Trustee to (i) vote in favour of the Reserve Account Restricted Cash Release Waiver STID Proposal, (ii) to direct the Security Trustee to execute the Waiver Letter insofar as it relates to the Reserve Account Restricted Cash Release Waiver STID Proposal, and (iii) take all other actions including executing any other documents necessary, desirable or expedient to implement the Reserve Account Restricted Cash Release Waiver STID Proposal and the waiver proposed in such STID Proposal;

(3)        waives any claim Bondholders may have against the Bond Trustee or Security Trustee as a result of any liability they may suffer or incur as a result of acting upon this Extraordinary Resolution and its implementation (including but not limited to circumstances where it is subsequently found that this Extraordinary Resolution is not valid or binding);

(4)        holds harmless, discharges and exonerates and (to the extent permitted or not restricted under the laws and regulations applicable to it) indemnifies the Bond Trustee and the Security Trustee from and against all liability for which it may have become or may become liable as a result of acting in accordance with this Extraordinary Resolution under the Bonds, the Finance Documents or otherwise in respect of any act or omission, including, without limitation, in connection with this Extraordinary Resolution or its implementation, such waivers or modifications in the Waiver Letter or the implementation thereof;

(5)        sanctions and assents to every abrogation, amendment, modification, compromise or arrangement in respect of the rights of the Bondholders against the Issuer or the relevant Guarantors or against any of their property whether such rights shall arise under the Bonds, the Finance Documents or otherwise involved in or resulting from the Reserve Account Restricted Cash Release Waiver STID Proposal, this Extraordinary Resolution, the Waiver Letter, or their implementation and/or the waivers and modifications to the Bonds, the Finance Documents or otherwise (in each case, in accordance with the terms of the Reserve Account Restricted Cash Release Waiver STID Proposal and the Waiver Letter) or their implementation;

(6)        approves that the Bond Trustee be and is hereby authorised and instructed not to obtain any legal opinions in relation to, or to enquire into the power and the capacity of any person to enter into the Waiver Letter or any other waivers to the Finance Documents of the due execution and delivery thereof by any party thereto or the validity and enforceability thereof; and

(7)        acknowledges that the approval of the Reserve Account Restricted Cash Release Waiver STID Proposal is not conditional on the approval of the other STID Proposals.

Unless the context otherwise requires, capitalised terms used in this Extraordinary Resolution shall bear the meanings given to them in the Bond Trust Deed or, as applicable, the Solicitation Memorandum prepared by the Issuer and dated 25 October 2024 (the "Solicitation Memorandum")".

 

EXTRAORDINARY RESOLUTION IN RESPECT OF THE COMPENSATION ACCOUNT RESTRICTED CASH RELEASE WAIVER OF THE £55,000,000 2.091 per cent. Class A Guaranteed Unwrapped Index-Linked Bonds due 6 October 2042

 

"THAT THIS MEETING (the "Meeting") of the holders of £55,000,000 2.091 per cent. Class A Guaranteed Unwrapped Index-Linked Bonds due 6 October 2042 (the "Bondholders") guaranteed by Thames Water Utilities Holdings Limited and Thames Water Utilities Limited (each a "Guarantor" and together, the "Guarantors"), issued by Thames Water Utilities Finance plc (the "Issuer") and constituted by a trust deed originally dated 30 August 2007, as amended and restated or supplemented from time to time (the "Bond Trust Deed"), between, amongst others, the Issuer and Deutsche Trustee Company Limited (the "Bond Trustee"), by Extraordinary Resolution (as defined in the Bond Trust Deed) HEREBY:

(1)        sanctions and approves the STID Proposal in respect of the Compensation Account Restricted Cash Release Waiver from TWUL dated 25 October 2024 to which this Extraordinary Resolution relates (the "Compensation Account Restricted Cash Release Waiver STID Proposal") and the Waiver Letter (as defined in the STID Proposal) insofar as it relates to the Compensation Account Restricted Cash Release Waiver STID Proposal, which is defined and described in the Solicitation Memorandum (as defined below);

(2)        assents to and authorises, directs, requests and empowers the Bond Trustee to (i) vote in favour of the Compensation Account Restricted Cash Release Waiver STID Proposal, (ii) to direct the Security Trustee to execute the Waiver Letter insofar as it relates to the Compensation Account Restricted Cash Release Waiver STID Proposal, and (iii) take all other actions including executing any other documents necessary, desirable or expedient to implement the Compensation Account Restricted Cash Release Waiver STID Proposal and the waiver proposed in such STID Proposal;

(3)        waives any claim Bondholders may have against the Bond Trustee or Security Trustee as a result of any liability they may suffer or incur as a result of acting upon this Extraordinary Resolution and its implementation (including but not limited to circumstances where it is subsequently found that this Extraordinary Resolution is not valid or binding);

(4)        holds harmless, discharges and exonerates and (to the extent permitted or not restricted under the laws and regulations applicable to it) indemnifies the Bond Trustee and the Security Trustee from and against all liability for which it may have become or may become liable as a result of acting in accordance with this Extraordinary Resolution under the Bonds, the Finance Documents or otherwise in respect of any act or omission, including, without limitation, in connection with this Extraordinary Resolution or its implementation, such waivers or modifications in the Waiver Letter or the implementation thereof;

(5)        sanctions and assents to every abrogation, amendment, modification, compromise or arrangement in respect of the rights of the Bondholders against the Issuer or the relevant Guarantors or against any of their property whether such rights shall arise under the Bonds, the Finance Documents or otherwise involved in or resulting from the Compensation Account Restricted Cash Release Waiver STID Proposal, this Extraordinary Resolution, the Waiver Letter, or their implementation and/or the waivers and modifications to the Bonds, the Finance Documents or otherwise (in each case, in accordance with the terms of the Compensation Account Restricted Cash Release Waiver STID Proposal and the Waiver Letter) or their implementation;

(6)        approves that the Bond Trustee be and is hereby authorised and instructed not to obtain any legal opinions in relation to, or to enquire into the power and the capacity of any person to enter into the Waiver Letter or any other waivers to the Finance Documents of the due execution and delivery thereof by any party thereto or the validity and enforceability thereof; and

(7)        acknowledges that the approval of the Compensation Account Restricted Cash Release Waiver STID Proposal is not conditional on the approval of the other STID Proposals.

Unless the context otherwise requires, capitalised terms used in this Extraordinary Resolution shall bear the meanings given to them in the Bond Trust Deed or, as applicable, the Solicitation Memorandum prepared by the Issuer and dated 25 October 2024 (the "Solicitation Memorandum")".

 

EXTRAORDINARY RESOLUTION IN RESPECT OF THE SEPTEMBER INTERIM ACCOUNTS WAIVER OF THE £55,000,000 2.091 per cent. Class A Guaranteed Unwrapped Index-Linked Bonds due 6 October 2042

 

"THAT THIS MEETING (the "Meeting") of the holders of £55,000,000 2.091 per cent. Class A Guaranteed Unwrapped Index-Linked Bonds due 6 October 2042 (the "Bondholders") guaranteed by Thames Water Utilities Holdings Limited and Thames Water Utilities Limited (each a "Guarantor" and together, the "Guarantors"), issued by Thames Water Utilities Finance plc (the "Issuer") and constituted by a trust deed originally dated 30 August 2007, as amended and restated or supplemented from time to time (the "Bond Trust Deed"), between, amongst others, the Issuer and Deutsche Trustee Company Limited (the "Bond Trustee"), by Extraordinary Resolution (as defined in the Bond Trust Deed) HEREBY:

(1)        sanctions and approves the STID Proposal in respect of the September Interim Accounts Waiver from TWUL dated 25 October 2024 to which this Extraordinary Resolution relates (the "September Interim Accounts Waiver STID Proposal") and the Waiver Letter (as defined in the STID Proposal) insofar as it relates to the September Interim Accounts Waiver STID Proposal, which is defined and described in the Solicitation Memorandum (as defined below);

(2)        assents to and authorises, directs, requests and empowers the Bond Trustee to (i) vote in favour of the September Interim Accounts Waiver STID Proposal, (ii) to direct the Security Trustee to execute the Waiver Letter insofar as it relates to the September Interim Accounts Waiver STID Proposal, and (iii) take all other actions including executing any other documents necessary, desirable or expedient to implement the September Interim Accounts Waiver STID Proposal and the waiver proposed in such STID Proposal;

(3)        waives any claim Bondholders may have against the Bond Trustee or Security Trustee as a result of any liability they may suffer or incur as a result of acting upon this Extraordinary Resolution and its implementation (including but not limited to circumstances where it is subsequently found that this Extraordinary Resolution is not valid or binding);

(4)        holds harmless, discharges and exonerates and (to the extent permitted or not restricted under the laws and regulations applicable to it) indemnifies the Bond Trustee and the Security Trustee from and against all liability for which it may have become or may become liable as a result of acting in accordance with this Extraordinary Resolution under the Bonds, the Finance Documents or otherwise in respect of any act or omission, including, without limitation, in connection with this Extraordinary Resolution or its implementation, such waivers or modifications in the Waiver Letter or the implementation thereof;

(5)        sanctions and assents to every abrogation, amendment, modification, compromise or arrangement in respect of the rights of the Bondholders against the Issuer or the relevant Guarantors or against any of their property whether such rights shall arise under the Bonds, the Finance Documents or otherwise involved in or resulting from the September Interim Accounts Waiver STID Proposal, this Extraordinary Resolution, the Waiver Letter, or their implementation and/or the waivers and modifications to the Bonds, the Finance Documents or otherwise (in each case, in accordance with the terms of the September Interim Accounts Waiver STID Proposal and the Waiver Letter) or their implementation;

(6)        approves that the Bond Trustee be and is hereby authorised and instructed not to obtain any legal opinions in relation to, or to enquire into the power and the capacity of any person to enter into the Waiver Letter or any other waivers to the Finance Documents of the due execution and delivery thereof by any party thereto or the validity and enforceability thereof; and

(7)        acknowledges that the approval of the September Interim Accounts Waiver STID Proposal is not conditional on the approval of the other STID Proposals.

Unless the context otherwise requires, capitalised terms used in this Extraordinary Resolution shall bear the meanings given to them in the Bond Trust Deed or, as applicable, the Solicitation Memorandum prepared by the Issuer and dated 25 October 2024 (the "Solicitation Memorandum")".

 

EXTRAORDINARY RESOLUTION IN RESPECT OF THE INTERIM RP LAUNCH WAIVER OF THE £575,000,000 7.750 per cent. Class A Unwrapped Bonds due 30 April 2044

 

"THAT THIS MEETING (the "Meeting") of the holders of £575,000,000 7.750 per cent. Class A Unwrapped Bonds due 30 April 2044 (the "Bondholders") guaranteed by Thames Water Utilities Holdings Limited and Thames Water Utilities Limited (each a "Guarantor" and together, the "Guarantors"), issued by Thames Water Utilities Finance plc (the "Issuer") and constituted by a trust deed originally dated 30 August 2007, as amended and restated or supplemented from time to time (the "Bond Trust Deed"), between, amongst others, the Issuer and Deutsche Trustee Company Limited (the "Bond Trustee"), by Extraordinary Resolution (as defined in the Bond Trust Deed) HEREBY:

(1)        sanctions and approves the STID Proposal in respect of the Interim RP Launch Waiver from TWUL dated 25 October 2024 to which this Extraordinary Resolution relates (the "Interim RP Launch Waiver STID Proposal") and the Waiver Letter (as defined in the STID Proposal) insofar as it relates to the Interim RP Launch Waiver STID Proposal, which is defined and described in the Solicitation Memorandum (as defined below);

(2)        assents to and authorises, directs, requests and empowers the Bond Trustee to (i) vote in favour of the Interim RP Launch Waiver STID Proposal, (ii) to direct the Security Trustee to execute the Waiver Letter insofar as it relates to the Interim RP Launch Waiver STID Proposal, and (iii) take all other actions including executing any other documents necessary, desirable or expedient to implement the Interim RP Launch Waiver STID Proposal and the waiver proposed in such STID Proposal;

(3)        waives any claim Bondholders may have against the Bond Trustee or Security Trustee as a result of any liability they may suffer or incur as a result of acting upon this Extraordinary Resolution and its implementation (including but not limited to circumstances where it is subsequently found that this Extraordinary Resolution is not valid or binding);

(4)        holds harmless, discharges and exonerates and (to the extent permitted or not restricted under the laws and regulations applicable to it) indemnifies the Bond Trustee and the Security Trustee from and against all liability for which it may have become or may become liable as a result of acting in accordance with this Extraordinary Resolution under the Bonds, the Finance Documents or otherwise in respect of any act or omission, including, without limitation, in connection with this Extraordinary Resolution or its implementation, such waivers or modifications in the Waiver Letter or the implementation thereof;

(5)        sanctions and assents to every abrogation, amendment, modification, compromise or arrangement in respect of the rights of the Bondholders against the Issuer or the relevant Guarantors or against any of their property whether such rights shall arise under the Bonds, the Finance Documents or otherwise involved in or resulting from the Interim RP Launch Waiver STID Proposal, this Extraordinary Resolution, the Waiver Letter, or their implementation and/or the waivers and modifications to the Bonds, the Finance Documents or otherwise (in each case, in accordance with the terms of the Interim RP Launch Waiver STID Proposal and the Waiver Letter) or their implementation;

(6)        approves that the Bond Trustee be and is hereby authorised and instructed not to obtain any legal opinions in relation to, or to enquire into the power and the capacity of any person to enter into the Waiver Letter or any other waivers to the Finance Documents of the due execution and delivery thereof by any party thereto or the validity and enforceability thereof; and

(7)        acknowledges that the approval of the Interim RP Launch Waiver STID Proposal is not conditional on the approval of the other STID Proposals.

Unless the context otherwise requires, capitalised terms used in this Extraordinary Resolution shall bear the meanings given to them in the Bond Trust Deed or, as applicable, the Solicitation Memorandum prepared by the Issuer and dated 25 October 2024 (the "Solicitation Memorandum")".

 

EXTRAORDINARY RESOLUTION IN RESPECT OF THE RESERVE ACCOUNT RESTRICTED CASH RELEASE WAIVER OF THE £575,000,000 7.750 per cent. Class A Unwrapped Bonds due 30 April 2044

 

"THAT THIS MEETING (the "Meeting") of the holders of £575,000,000 7.750 per cent. Class A Unwrapped Bonds due 30 April 2044 (the "Bondholders") guaranteed by Thames Water Utilities Holdings Limited and Thames Water Utilities Limited (each a "Guarantor" and together, the "Guarantors"), issued by Thames Water Utilities Finance plc (the "Issuer") and constituted by a trust deed originally dated 30 August 2007, as amended and restated or supplemented from time to time (the "Bond Trust Deed"), between, amongst others, the Issuer and Deutsche Trustee Company Limited (the "Bond Trustee"), by Extraordinary Resolution (as defined in the Bond Trust Deed) HEREBY:

(1)        sanctions and approves the STID Proposal in respect of the Reserve Account Restricted Cash Release Waiver from TWUL dated 25 October 2024 to which this Extraordinary Resolution relates (the "Reserve Account Restricted Cash Release Waiver STID Proposal") and the Waiver Letter (as defined in the STID Proposal) insofar as it relates to the Reserve Account Restricted Cash Release Waiver STID Proposal, which is defined and described in the Solicitation Memorandum (as defined below);

(2)        assents to and authorises, directs, requests and empowers the Bond Trustee to (i) vote in favour of the Reserve Account Restricted Cash Release Waiver STID Proposal, (ii) to direct the Security Trustee to execute the Waiver Letter insofar as it relates to the Reserve Account Restricted Cash Release Waiver STID Proposal, and (iii) take all other actions including executing any other documents necessary, desirable or expedient to implement the Reserve Account Restricted Cash Release Waiver STID Proposal and the waiver proposed in such STID Proposal;

(3)        waives any claim Bondholders may have against the Bond Trustee or Security Trustee as a result of any liability they may suffer or incur as a result of acting upon this Extraordinary Resolution and its implementation (including but not limited to circumstances where it is subsequently found that this Extraordinary Resolution is not valid or binding);

(4)        holds harmless, discharges and exonerates and (to the extent permitted or not restricted under the laws and regulations applicable to it) indemnifies the Bond Trustee and the Security Trustee from and against all liability for which it may have become or may become liable as a result of acting in accordance with this Extraordinary Resolution under the Bonds, the Finance Documents or otherwise in respect of any act or omission, including, without limitation, in connection with this Extraordinary Resolution or its implementation, such waivers or modifications in the Waiver Letter or the implementation thereof;

(5)        sanctions and assents to every abrogation, amendment, modification, compromise or arrangement in respect of the rights of the Bondholders against the Issuer or the relevant Guarantors or against any of their property whether such rights shall arise under the Bonds, the Finance Documents or otherwise involved in or resulting from the Reserve Account Restricted Cash Release Waiver STID Proposal, this Extraordinary Resolution, the Waiver Letter, or their implementation and/or the waivers and modifications to the Bonds, the Finance Documents or otherwise (in each case, in accordance with the terms of the Reserve Account Restricted Cash Release Waiver STID Proposal and the Waiver Letter) or their implementation;

(6)        approves that the Bond Trustee be and is hereby authorised and instructed not to obtain any legal opinions in relation to, or to enquire into the power and the capacity of any person to enter into the Waiver Letter or any other waivers to the Finance Documents of the due execution and delivery thereof by any party thereto or the validity and enforceability thereof; and

(7)        acknowledges that the approval of the Reserve Account Restricted Cash Release Waiver STID Proposal is not conditional on the approval of the other STID Proposals.

Unless the context otherwise requires, capitalised terms used in this Extraordinary Resolution shall bear the meanings given to them in the Bond Trust Deed or, as applicable, the Solicitation Memorandum prepared by the Issuer and dated 25 October 2024 (the "Solicitation Memorandum")".

 

EXTRAORDINARY RESOLUTION IN RESPECT OF THE COMPENSATION ACCOUNT RESTRICTED CASH RELEASE WAIVER OF THE £575,000,000 7.750 per cent. Class A Unwrapped Bonds due 30 April 2044

 

"THAT THIS MEETING (the "Meeting") of the holders of £575,000,000 7.750 per cent. Class A Unwrapped Bonds due 30 April 2044 (the "Bondholders") guaranteed by Thames Water Utilities Holdings Limited and Thames Water Utilities Limited (each a "Guarantor" and together, the "Guarantors"), issued by Thames Water Utilities Finance plc (the "Issuer") and constituted by a trust deed originally dated 30 August 2007, as amended and restated or supplemented from time to time (the "Bond Trust Deed"), between, amongst others, the Issuer and Deutsche Trustee Company Limited (the "Bond Trustee"), by Extraordinary Resolution (as defined in the Bond Trust Deed) HEREBY:

(1)        sanctions and approves the STID Proposal in respect of the Compensation Account Restricted Cash Release Waiver from TWUL dated 25 October 2024 to which this Extraordinary Resolution relates (the "Compensation Account Restricted Cash Release Waiver STID Proposal") and the Waiver Letter (as defined in the STID Proposal) insofar as it relates to the Compensation Account Restricted Cash Release Waiver STID Proposal, which is defined and described in the Solicitation Memorandum (as defined below);

(2)        assents to and authorises, directs, requests and empowers the Bond Trustee to (i) vote in favour of the Compensation Account Restricted Cash Release Waiver STID Proposal, (ii) to direct the Security Trustee to execute the Waiver Letter insofar as it relates to the Compensation Account Restricted Cash Release Waiver STID Proposal, and (iii) take all other actions including executing any other documents necessary, desirable or expedient to implement the Compensation Account Restricted Cash Release Waiver STID Proposal and the waiver proposed in such STID Proposal;

(3)        waives any claim Bondholders may have against the Bond Trustee or Security Trustee as a result of any liability they may suffer or incur as a result of acting upon this Extraordinary Resolution and its implementation (including but not limited to circumstances where it is subsequently found that this Extraordinary Resolution is not valid or binding);

(4)        holds harmless, discharges and exonerates and (to the extent permitted or not restricted under the laws and regulations applicable to it) indemnifies the Bond Trustee and the Security Trustee from and against all liability for which it may have become or may become liable as a result of acting in accordance with this Extraordinary Resolution under the Bonds, the Finance Documents or otherwise in respect of any act or omission, including, without limitation, in connection with this Extraordinary Resolution or its implementation, such waivers or modifications in the Waiver Letter or the implementation thereof;

(5)        sanctions and assents to every abrogation, amendment, modification, compromise or arrangement in respect of the rights of the Bondholders against the Issuer or the relevant Guarantors or against any of their property whether such rights shall arise under the Bonds, the Finance Documents or otherwise involved in or resulting from the Compensation Account Restricted Cash Release Waiver STID Proposal, this Extraordinary Resolution, the Waiver Letter, or their implementation and/or the waivers and modifications to the Bonds, the Finance Documents or otherwise (in each case, in accordance with the terms of the Compensation Account Restricted Cash Release Waiver STID Proposal and the Waiver Letter) or their implementation;

(6)        approves that the Bond Trustee be and is hereby authorised and instructed not to obtain any legal opinions in relation to, or to enquire into the power and the capacity of any person to enter into the Waiver Letter or any other waivers to the Finance Documents of the due execution and delivery thereof by any party thereto or the validity and enforceability thereof; and

(7)        acknowledges that the approval of the Compensation Account Restricted Cash Release Waiver STID Proposal is not conditional on the approval of the other STID Proposals.

Unless the context otherwise requires, capitalised terms used in this Extraordinary Resolution shall bear the meanings given to them in the Bond Trust Deed or, as applicable, the Solicitation Memorandum prepared by the Issuer and dated 25 October 2024 (the "Solicitation Memorandum")".

 

EXTRAORDINARY RESOLUTION IN RESPECT OF THE SEPTEMBER INTERIM ACCOUNTS WAIVER OF THE £575,000,000 7.750 per cent. Class A Unwrapped Bonds due 30 April 2044

 

"THAT THIS MEETING (the "Meeting") of the holders of £575,000,000 7.750 per cent. Class A Unwrapped Bonds due 30 April 2044 (the "Bondholders") guaranteed by Thames Water Utilities Holdings Limited and Thames Water Utilities Limited (each a "Guarantor" and together, the "Guarantors"), issued by Thames Water Utilities Finance plc (the "Issuer") and constituted by a trust deed originally dated 30 August 2007, as amended and restated or supplemented from time to time (the "Bond Trust Deed"), between, amongst others, the Issuer and Deutsche Trustee Company Limited (the "Bond Trustee"), by Extraordinary Resolution (as defined in the Bond Trust Deed) HEREBY:

(1)        sanctions and approves the STID Proposal in respect of the September Interim Accounts Waiver from TWUL dated 25 October 2024 to which this Extraordinary Resolution relates (the "September Interim Accounts Waiver STID Proposal") and the Waiver Letter (as defined in the STID Proposal) insofar as it relates to the September Interim Accounts Waiver STID Proposal, which is defined and described in the Solicitation Memorandum (as defined below);

(2)        assents to and authorises, directs, requests and empowers the Bond Trustee to (i) vote in favour of the September Interim Accounts Waiver STID Proposal, (ii) to direct the Security Trustee to execute the Waiver Letter insofar as it relates to the September Interim Accounts Waiver STID Proposal, and (iii) take all other actions including executing any other documents necessary, desirable or expedient to implement the September Interim Accounts Waiver STID Proposal and the waiver proposed in such STID Proposal;

(3)        waives any claim Bondholders may have against the Bond Trustee or Security Trustee as a result of any liability they may suffer or incur as a result of acting upon this Extraordinary Resolution and its implementation (including but not limited to circumstances where it is subsequently found that this Extraordinary Resolution is not valid or binding);

(4)        holds harmless, discharges and exonerates and (to the extent permitted or not restricted under the laws and regulations applicable to it) indemnifies the Bond Trustee and the Security Trustee from and against all liability for which it may have become or may become liable as a result of acting in accordance with this Extraordinary Resolution under the Bonds, the Finance Documents or otherwise in respect of any act or omission, including, without limitation, in connection with this Extraordinary Resolution or its implementation, such waivers or modifications in the Waiver Letter or the implementation thereof;

(5)        sanctions and assents to every abrogation, amendment, modification, compromise or arrangement in respect of the rights of the Bondholders against the Issuer or the relevant Guarantors or against any of their property whether such rights shall arise under the Bonds, the Finance Documents or otherwise involved in or resulting from the September Interim Accounts Waiver STID Proposal, this Extraordinary Resolution, the Waiver Letter, or their implementation and/or the waivers and modifications to the Bonds, the Finance Documents or otherwise (in each case, in accordance with the terms of the September Interim Accounts Waiver STID Proposal and the Waiver Letter) or their implementation;

(6)        approves that the Bond Trustee be and is hereby authorised and instructed not to obtain any legal opinions in relation to, or to enquire into the power and the capacity of any person to enter into the Waiver Letter or any other waivers to the Finance Documents of the due execution and delivery thereof by any party thereto or the validity and enforceability thereof; and

(7)        acknowledges that the approval of the September Interim Accounts Waiver STID Proposal is not conditional on the approval of the other STID Proposals.

Unless the context otherwise requires, capitalised terms used in this Extraordinary Resolution shall bear the meanings given to them in the Bond Trust Deed or, as applicable, the Solicitation Memorandum prepared by the Issuer and dated 25 October 2024 (the "Solicitation Memorandum")".

 

EXTRAORDINARY RESOLUTION IN RESPECT OF THE INTERIM RP LAUNCH WAIVER OF THE £40,000,000 1.974 per cent. Class A Guaranteed Unwrapped Index-Linked Bonds due 12 October 2045

 

"THAT THIS MEETING (the "Meeting") of the holders of £40,000,000 1.974 per cent. Class A Guaranteed Unwrapped Index-Linked Bonds due 12 October 2045 (the "Bondholders") guaranteed by Thames Water Utilities Holdings Limited and Thames Water Utilities Limited (each a "Guarantor" and together, the "Guarantors"), issued by Thames Water Utilities Finance plc (the "Issuer") and constituted by a trust deed originally dated 30 August 2007, as amended and restated or supplemented from time to time (the "Bond Trust Deed"), between, amongst others, the Issuer and Deutsche Trustee Company Limited (the "Bond Trustee"), by Extraordinary Resolution (as defined in the Bond Trust Deed) HEREBY:

(1)        sanctions and approves the STID Proposal in respect of the Interim RP Launch Waiver from TWUL dated 25 October 2024 to which this Extraordinary Resolution relates (the "Interim RP Launch Waiver STID Proposal") and the Waiver Letter (as defined in the STID Proposal) insofar as it relates to the Interim RP Launch Waiver STID Proposal, which is defined and described in the Solicitation Memorandum (as defined below);

(2)        assents to and authorises, directs, requests and empowers the Bond Trustee to (i) vote in favour of the Interim RP Launch Waiver STID Proposal, (ii) to direct the Security Trustee to execute the Waiver Letter insofar as it relates to the Interim RP Launch Waiver STID Proposal, and (iii) take all other actions including executing any other documents necessary, desirable or expedient to implement the Interim RP Launch Waiver STID Proposal and the waiver proposed in such STID Proposal;

(3)        waives any claim Bondholders may have against the Bond Trustee or Security Trustee as a result of any liability they may suffer or incur as a result of acting upon this Extraordinary Resolution and its implementation (including but not limited to circumstances where it is subsequently found that this Extraordinary Resolution is not valid or binding);

(4)        holds harmless, discharges and exonerates and (to the extent permitted or not restricted under the laws and regulations applicable to it) indemnifies the Bond Trustee and the Security Trustee from and against all liability for which it may have become or may become liable as a result of acting in accordance with this Extraordinary Resolution under the Bonds, the Finance Documents or otherwise in respect of any act or omission, including, without limitation, in connection with this Extraordinary Resolution or its implementation, such waivers or modifications in the Waiver Letter or the implementation thereof;

(5)        sanctions and assents to every abrogation, amendment, modification, compromise or arrangement in respect of the rights of the Bondholders against the Issuer or the relevant Guarantors or against any of their property whether such rights shall arise under the Bonds, the Finance Documents or otherwise involved in or resulting from the Interim RP Launch Waiver STID Proposal, this Extraordinary Resolution, the Waiver Letter, or their implementation and/or the waivers and modifications to the Bonds, the Finance Documents or otherwise (in each case, in accordance with the terms of the Interim RP Launch Waiver STID Proposal and the Waiver Letter) or their implementation;

(6)        approves that the Bond Trustee be and is hereby authorised and instructed not to obtain any legal opinions in relation to, or to enquire into the power and the capacity of any person to enter into the Waiver Letter or any other waivers to the Finance Documents of the due execution and delivery thereof by any party thereto or the validity and enforceability thereof; and

(7)        acknowledges that the approval of the Interim RP Launch Waiver STID Proposal is not conditional on the approval of the other STID Proposals.

Unless the context otherwise requires, capitalised terms used in this Extraordinary Resolution shall bear the meanings given to them in the Bond Trust Deed or, as applicable, the Solicitation Memorandum prepared by the Issuer and dated 25 October 2024 (the "Solicitation Memorandum")".

 

EXTRAORDINARY RESOLUTION IN RESPECT OF THE RESERVE ACCOUNT RESTRICTED CASH RELEASE WAIVER OF THE £40,000,000 1.974 per cent. Class A Guaranteed Unwrapped Index-Linked Bonds due 12 October 2045

 

"THAT THIS MEETING (the "Meeting") of the holders of £40,000,000 1.974 per cent. Class A Guaranteed Unwrapped Index-Linked Bonds due 12 October 2045 (the "Bondholders") guaranteed by Thames Water Utilities Holdings Limited and Thames Water Utilities Limited (each a "Guarantor" and together, the "Guarantors"), issued by Thames Water Utilities Finance plc (the "Issuer") and constituted by a trust deed originally dated 30 August 2007, as amended and restated or supplemented from time to time (the "Bond Trust Deed"), between, amongst others, the Issuer and Deutsche Trustee Company Limited (the "Bond Trustee"), by Extraordinary Resolution (as defined in the Bond Trust Deed) HEREBY:

(1)        sanctions and approves the STID Proposal in respect of the Reserve Account Restricted Cash Release Waiver from TWUL dated 25 October 2024 to which this Extraordinary Resolution relates (the "Reserve Account Restricted Cash Release Waiver STID Proposal") and the Waiver Letter (as defined in the STID Proposal) insofar as it relates to the Reserve Account Restricted Cash Release Waiver STID Proposal, which is defined and described in the Solicitation Memorandum (as defined below);

(2)        assents to and authorises, directs, requests and empowers the Bond Trustee to (i) vote in favour of the Reserve Account Restricted Cash Release Waiver STID Proposal, (ii) to direct the Security Trustee to execute the Waiver Letter insofar as it relates to the Reserve Account Restricted Cash Release Waiver STID Proposal, and (iii) take all other actions including executing any other documents necessary, desirable or expedient to implement the Reserve Account Restricted Cash Release Waiver STID Proposal and the waiver proposed in such STID Proposal;

(3)        waives any claim Bondholders may have against the Bond Trustee or Security Trustee as a result of any liability they may suffer or incur as a result of acting upon this Extraordinary Resolution and its implementation (including but not limited to circumstances where it is subsequently found that this Extraordinary Resolution is not valid or binding);

(4)        holds harmless, discharges and exonerates and (to the extent permitted or not restricted under the laws and regulations applicable to it) indemnifies the Bond Trustee and the Security Trustee from and against all liability for which it may have become or may become liable as a result of acting in accordance with this Extraordinary Resolution under the Bonds, the Finance Documents or otherwise in respect of any act or omission, including, without limitation, in connection with this Extraordinary Resolution or its implementation, such waivers or modifications in the Waiver Letter or the implementation thereof;

(5)        sanctions and assents to every abrogation, amendment, modification, compromise or arrangement in respect of the rights of the Bondholders against the Issuer or the relevant Guarantors or against any of their property whether such rights shall arise under the Bonds, the Finance Documents or otherwise involved in or resulting from the Reserve Account Restricted Cash Release Waiver STID Proposal, this Extraordinary Resolution, the Waiver Letter, or their implementation and/or the waivers and modifications to the Bonds, the Finance Documents or otherwise (in each case, in accordance with the terms of the Reserve Account Restricted Cash Release Waiver STID Proposal and the Waiver Letter) or their implementation;

(6)        approves that the Bond Trustee be and is hereby authorised and instructed not to obtain any legal opinions in relation to, or to enquire into the power and the capacity of any person to enter into the Waiver Letter or any other waivers to the Finance Documents of the due execution and delivery thereof by any party thereto or the validity and enforceability thereof; and

(7)        acknowledges that the approval of the Reserve Account Restricted Cash Release Waiver STID Proposal is not conditional on the approval of the other STID Proposals.

Unless the context otherwise requires, capitalised terms used in this Extraordinary Resolution shall bear the meanings given to them in the Bond Trust Deed or, as applicable, the Solicitation Memorandum prepared by the Issuer and dated 25 October 2024 (the "Solicitation Memorandum")".

 

EXTRAORDINARY RESOLUTION IN RESPECT OF THE COMPENSATION ACCOUNT RESTRICTED CASH RELEASE WAIVER OF THE £40,000,000 1.974 per cent. Class A Guaranteed Unwrapped Index-Linked Bonds due 12 October 2045

 

"THAT THIS MEETING (the "Meeting") of the holders of £40,000,000 1.974 per cent. Class A Guaranteed Unwrapped Index-Linked Bonds due 12 October 2045 (the "Bondholders") guaranteed by Thames Water Utilities Holdings Limited and Thames Water Utilities Limited (each a "Guarantor" and together, the "Guarantors"), issued by Thames Water Utilities Finance plc (the "Issuer") and constituted by a trust deed originally dated 30 August 2007, as amended and restated or supplemented from time to time (the "Bond Trust Deed"), between, amongst others, the Issuer and Deutsche Trustee Company Limited (the "Bond Trustee"), by Extraordinary Resolution (as defined in the Bond Trust Deed) HEREBY:

(1)        sanctions and approves the STID Proposal in respect of the Compensation Account Restricted Cash Release Waiver from TWUL dated 25 October 2024 to which this Extraordinary Resolution relates (the "Compensation Account Restricted Cash Release Waiver STID Proposal") and the Waiver Letter (as defined in the STID Proposal) insofar as it relates to the Compensation Account Restricted Cash Release Waiver STID Proposal, which is defined and described in the Solicitation Memorandum (as defined below);

(2)        assents to and authorises, directs, requests and empowers the Bond Trustee to (i) vote in favour of the Compensation Account Restricted Cash Release Waiver STID Proposal, (ii) to direct the Security Trustee to execute the Waiver Letter insofar as it relates to the Compensation Account Restricted Cash Release Waiver STID Proposal, and (iii) take all other actions including executing any other documents necessary, desirable or expedient to implement the Compensation Account Restricted Cash Release Waiver STID Proposal and the waiver proposed in such STID Proposal;

(3)        waives any claim Bondholders may have against the Bond Trustee or Security Trustee as a result of any liability they may suffer or incur as a result of acting upon this Extraordinary Resolution and its implementation (including but not limited to circumstances where it is subsequently found that this Extraordinary Resolution is not valid or binding);

(4)        holds harmless, discharges and exonerates and (to the extent permitted or not restricted under the laws and regulations applicable to it) indemnifies the Bond Trustee and the Security Trustee from and against all liability for which it may have become or may become liable as a result of acting in accordance with this Extraordinary Resolution under the Bonds, the Finance Documents or otherwise in respect of any act or omission, including, without limitation, in connection with this Extraordinary Resolution or its implementation, such waivers or modifications in the Waiver Letter or the implementation thereof;

(5)        sanctions and assents to every abrogation, amendment, modification, compromise or arrangement in respect of the rights of the Bondholders against the Issuer or the relevant Guarantors or against any of their property whether such rights shall arise under the Bonds, the Finance Documents or otherwise involved in or resulting from the Compensation Account Restricted Cash Release Waiver STID Proposal, this Extraordinary Resolution, the Waiver Letter, or their implementation and/or the waivers and modifications to the Bonds, the Finance Documents or otherwise (in each case, in accordance with the terms of the Compensation Account Restricted Cash Release Waiver STID Proposal and the Waiver Letter) or their implementation;

(6)        approves that the Bond Trustee be and is hereby authorised and instructed not to obtain any legal opinions in relation to, or to enquire into the power and the capacity of any person to enter into the Waiver Letter or any other waivers to the Finance Documents of the due execution and delivery thereof by any party thereto or the validity and enforceability thereof; and

(7)        acknowledges that the approval of the Compensation Account Restricted Cash Release Waiver STID Proposal is not conditional on the approval of the other STID Proposals.

Unless the context otherwise requires, capitalised terms used in this Extraordinary Resolution shall bear the meanings given to them in the Bond Trust Deed or, as applicable, the Solicitation Memorandum prepared by the Issuer and dated 25 October 2024 (the "Solicitation Memorandum")".

 

EXTRAORDINARY RESOLUTION IN RESPECT OF THE SEPTEMBER INTERIM ACCOUNTS WAIVER OF THE £40,000,000 1.974 per cent. Class A Guaranteed Unwrapped Index-Linked Bonds due 12 October 2045

 

"THAT THIS MEETING (the "Meeting") of the holders of £40,000,000 1.974 per cent. Class A Guaranteed Unwrapped Index-Linked Bonds due 12 October 2045 (the "Bondholders") guaranteed by Thames Water Utilities Holdings Limited and Thames Water Utilities Limited (each a "Guarantor" and together, the "Guarantors"), issued by Thames Water Utilities Finance plc (the "Issuer") and constituted by a trust deed originally dated 30 August 2007, as amended and restated or supplemented from time to time (the "Bond Trust Deed"), between, amongst others, the Issuer and Deutsche Trustee Company Limited (the "Bond Trustee"), by Extraordinary Resolution (as defined in the Bond Trust Deed) HEREBY:

(1)        sanctions and approves the STID Proposal in respect of the September Interim Accounts Waiver from TWUL dated 25 October 2024 to which this Extraordinary Resolution relates (the "September Interim Accounts Waiver STID Proposal") and the Waiver Letter (as defined in the STID Proposal) insofar as it relates to the September Interim Accounts Waiver STID Proposal, which is defined and described in the Solicitation Memorandum (as defined below);

(2)        assents to and authorises, directs, requests and empowers the Bond Trustee to (i) vote in favour of the September Interim Accounts Waiver STID Proposal, (ii) to direct the Security Trustee to execute the Waiver Letter insofar as it relates to the September Interim Accounts Waiver STID Proposal, and (iii) take all other actions including executing any other documents necessary, desirable or expedient to implement the September Interim Accounts Waiver STID Proposal and the waiver proposed in such STID Proposal;

(3)        waives any claim Bondholders may have against the Bond Trustee or Security Trustee as a result of any liability they may suffer or incur as a result of acting upon this Extraordinary Resolution and its implementation (including but not limited to circumstances where it is subsequently found that this Extraordinary Resolution is not valid or binding);

(4)        holds harmless, discharges and exonerates and (to the extent permitted or not restricted under the laws and regulations applicable to it) indemnifies the Bond Trustee and the Security Trustee from and against all liability for which it may have become or may become liable as a result of acting in accordance with this Extraordinary Resolution under the Bonds, the Finance Documents or otherwise in respect of any act or omission, including, without limitation, in connection with this Extraordinary Resolution or its implementation, such waivers or modifications in the Waiver Letter or the implementation thereof;

(5)        sanctions and assents to every abrogation, amendment, modification, compromise or arrangement in respect of the rights of the Bondholders against the Issuer or the relevant Guarantors or against any of their property whether such rights shall arise under the Bonds, the Finance Documents or otherwise involved in or resulting from the September Interim Accounts Waiver STID Proposal, this Extraordinary Resolution, the Waiver Letter, or their implementation and/or the waivers and modifications to the Bonds, the Finance Documents or otherwise (in each case, in accordance with the terms of the September Interim Accounts Waiver STID Proposal and the Waiver Letter) or their implementation;

(6)        approves that the Bond Trustee be and is hereby authorised and instructed not to obtain any legal opinions in relation to, or to enquire into the power and the capacity of any person to enter into the Waiver Letter or any other waivers to the Finance Documents of the due execution and delivery thereof by any party thereto or the validity and enforceability thereof; and

(7)        acknowledges that the approval of the September Interim Accounts Waiver STID Proposal is not conditional on the approval of the other STID Proposals.

Unless the context otherwise requires, capitalised terms used in this Extraordinary Resolution shall bear the meanings given to them in the Bond Trust Deed or, as applicable, the Solicitation Memorandum prepared by the Issuer and dated 25 October 2024 (the "Solicitation Memorandum")".

 

EXTRAORDINARY RESOLUTION IN RESPECT OF THE INTERIM RP LAUNCH WAIVER OF THE £300,000,000 4.625 per cent. Class A Guaranteed Unwrapped Bonds due 4 June 2046

 

"THAT THIS MEETING (the "Meeting") of the holders of £300,000,000 4.625 per cent. Class A Guaranteed Unwrapped Bonds due 4 June 2046 (the "Bondholders") guaranteed by Thames Water Utilities Holdings Limited and Thames Water Utilities Limited (each a "Guarantor" and together, the "Guarantors"), issued by Thames Water Utilities Finance plc (the "Issuer") and constituted by a trust deed originally dated 30 August 2007, as amended and restated or supplemented from time to time (the "Bond Trust Deed"), between, amongst others, the Issuer and Deutsche Trustee Company Limited (the "Bond Trustee"), by Extraordinary Resolution (as defined in the Bond Trust Deed) HEREBY:

(1)        sanctions and approves the STID Proposal in respect of the Interim RP Launch Waiver from TWUL dated 25 October 2024 to which this Extraordinary Resolution relates (the "Interim RP Launch Waiver STID Proposal") and the Waiver Letter (as defined in the STID Proposal) insofar as it relates to the Interim RP Launch Waiver STID Proposal, which is defined and described in the Solicitation Memorandum (as defined below);

(2)        assents to and authorises, directs, requests and empowers the Bond Trustee to (i) vote in favour of the Interim RP Launch Waiver STID Proposal, (ii) to direct the Security Trustee to execute the Waiver Letter insofar as it relates to the Interim RP Launch Waiver STID Proposal, and (iii) take all other actions including executing any other documents necessary, desirable or expedient to implement the Interim RP Launch Waiver STID Proposal and the waiver proposed in such STID Proposal;

(3)        waives any claim Bondholders may have against the Bond Trustee or Security Trustee as a result of any liability they may suffer or incur as a result of acting upon this Extraordinary Resolution and its implementation (including but not limited to circumstances where it is subsequently found that this Extraordinary Resolution is not valid or binding);

(4)        holds harmless, discharges and exonerates and (to the extent permitted or not restricted under the laws and regulations applicable to it) indemnifies the Bond Trustee and the Security Trustee from and against all liability for which it may have become or may become liable as a result of acting in accordance with this Extraordinary Resolution under the Bonds, the Finance Documents or otherwise in respect of any act or omission, including, without limitation, in connection with this Extraordinary Resolution or its implementation, such waivers or modifications in the Waiver Letter or the implementation thereof;

(5)        sanctions and assents to every abrogation, amendment, modification, compromise or arrangement in respect of the rights of the Bondholders against the Issuer or the relevant Guarantors or against any of their property whether such rights shall arise under the Bonds, the Finance Documents or otherwise involved in or resulting from the Interim RP Launch Waiver STID Proposal, this Extraordinary Resolution, the Waiver Letter, or their implementation and/or the waivers and modifications to the Bonds, the Finance Documents or otherwise (in each case, in accordance with the terms of the Interim RP Launch Waiver STID Proposal and the Waiver Letter) or their implementation;

(6)        approves that the Bond Trustee be and is hereby authorised and instructed not to obtain any legal opinions in relation to, or to enquire into the power and the capacity of any person to enter into the Waiver Letter or any other waivers to the Finance Documents of the due execution and delivery thereof by any party thereto or the validity and enforceability thereof; and

(7)        acknowledges that the approval of the Interim RP Launch Waiver STID Proposal is not conditional on the approval of the other STID Proposals.

Unless the context otherwise requires, capitalised terms used in this Extraordinary Resolution shall bear the meanings given to them in the Bond Trust Deed or, as applicable, the Solicitation Memorandum prepared by the Issuer and dated 25 October 2024 (the "Solicitation Memorandum")".

 

EXTRAORDINARY RESOLUTION IN RESPECT OF THE RESERVE ACCOUNT RESTRICTED CASH RELEASE WAIVER OF THE £300,000,000 4.625 per cent. Class A Guaranteed Unwrapped Bonds due 4 June 2046

 

"THAT THIS MEETING (the "Meeting") of the holders of £300,000,000 4.625 per cent. Class A Guaranteed Unwrapped Bonds due 4 June 2046 (the "Bondholders") guaranteed by Thames Water Utilities Holdings Limited and Thames Water Utilities Limited (each a "Guarantor" and together, the "Guarantors"), issued by Thames Water Utilities Finance plc (the "Issuer") and constituted by a trust deed originally dated 30 August 2007, as amended and restated or supplemented from time to time (the "Bond Trust Deed"), between, amongst others, the Issuer and Deutsche Trustee Company Limited (the "Bond Trustee"), by Extraordinary Resolution (as defined in the Bond Trust Deed) HEREBY:

(1)        sanctions and approves the STID Proposal in respect of the Reserve Account Restricted Cash Release Waiver from TWUL dated 25 October 2024 to which this Extraordinary Resolution relates (the "Reserve Account Restricted Cash Release Waiver STID Proposal") and the Waiver Letter (as defined in the STID Proposal) insofar as it relates to the Reserve Account Restricted Cash Release Waiver STID Proposal, which is defined and described in the Solicitation Memorandum (as defined below);

(2)        assents to and authorises, directs, requests and empowers the Bond Trustee to (i) vote in favour of the Reserve Account Restricted Cash Release Waiver STID Proposal, (ii) to direct the Security Trustee to execute the Waiver Letter insofar as it relates to the Reserve Account Restricted Cash Release Waiver STID Proposal, and (iii) take all other actions including executing any other documents necessary, desirable or expedient to implement the Reserve Account Restricted Cash Release Waiver STID Proposal and the waiver proposed in such STID Proposal;

(3)        waives any claim Bondholders may have against the Bond Trustee or Security Trustee as a result of any liability they may suffer or incur as a result of acting upon this Extraordinary Resolution and its implementation (including but not limited to circumstances where it is subsequently found that this Extraordinary Resolution is not valid or binding);

(4)        holds harmless, discharges and exonerates and (to the extent permitted or not restricted under the laws and regulations applicable to it) indemnifies the Bond Trustee and the Security Trustee from and against all liability for which it may have become or may become liable as a result of acting in accordance with this Extraordinary Resolution under the Bonds, the Finance Documents or otherwise in respect of any act or omission, including, without limitation, in connection with this Extraordinary Resolution or its implementation, such waivers or modifications in the Waiver Letter or the implementation thereof;

(5)        sanctions and assents to every abrogation, amendment, modification, compromise or arrangement in respect of the rights of the Bondholders against the Issuer or the relevant Guarantors or against any of their property whether such rights shall arise under the Bonds, the Finance Documents or otherwise involved in or resulting from the Reserve Account Restricted Cash Release Waiver STID Proposal, this Extraordinary Resolution, the Waiver Letter, or their implementation and/or the waivers and modifications to the Bonds, the Finance Documents or otherwise (in each case, in accordance with the terms of the Reserve Account Restricted Cash Release Waiver STID Proposal and the Waiver Letter) or their implementation;

(6)        approves that the Bond Trustee be and is hereby authorised and instructed not to obtain any legal opinions in relation to, or to enquire into the power and the capacity of any person to enter into the Waiver Letter or any other waivers to the Finance Documents of the due execution and delivery thereof by any party thereto or the validity and enforceability thereof; and

(7)        acknowledges that the approval of the Reserve Account Restricted Cash Release Waiver STID Proposal is not conditional on the approval of the other STID Proposals.

Unless the context otherwise requires, capitalised terms used in this Extraordinary Resolution shall bear the meanings given to them in the Bond Trust Deed or, as applicable, the Solicitation Memorandum prepared by the Issuer and dated 25 October 2024 (the "Solicitation Memorandum")".

 

EXTRAORDINARY RESOLUTION IN RESPECT OF THE COMPENSATION ACCOUNT RESTRICTED CASH RELEASE WAIVER OF THE £300,000,000 4.625 per cent. Class A Guaranteed Unwrapped Bonds due 4 June 2046

 

"THAT THIS MEETING (the "Meeting") of the holders of £300,000,000 4.625 per cent. Class A Guaranteed Unwrapped Bonds due 4 June 2046 (the "Bondholders") guaranteed by Thames Water Utilities Holdings Limited and Thames Water Utilities Limited (each a "Guarantor" and together, the "Guarantors"), issued by Thames Water Utilities Finance plc (the "Issuer") and constituted by a trust deed originally dated 30 August 2007, as amended and restated or supplemented from time to time (the "Bond Trust Deed"), between, amongst others, the Issuer and Deutsche Trustee Company Limited (the "Bond Trustee"), by Extraordinary Resolution (as defined in the Bond Trust Deed) HEREBY:

(1)        sanctions and approves the STID Proposal in respect of the Compensation Account Restricted Cash Release Waiver from TWUL dated 25 October 2024 to which this Extraordinary Resolution relates (the "Compensation Account Restricted Cash Release Waiver STID Proposal") and the Waiver Letter (as defined in the STID Proposal) insofar as it relates to the Compensation Account Restricted Cash Release Waiver STID Proposal, which is defined and described in the Solicitation Memorandum (as defined below);

(2)        assents to and authorises, directs, requests and empowers the Bond Trustee to (i) vote in favour of the Compensation Account Restricted Cash Release Waiver STID Proposal, (ii) to direct the Security Trustee to execute the Waiver Letter insofar as it relates to the Compensation Account Restricted Cash Release Waiver STID Proposal, and (iii) take all other actions including executing any other documents necessary, desirable or expedient to implement the Compensation Account Restricted Cash Release Waiver STID Proposal and the waiver proposed in such STID Proposal;

(3)        waives any claim Bondholders may have against the Bond Trustee or Security Trustee as a result of any liability they may suffer or incur as a result of acting upon this Extraordinary Resolution and its implementation (including but not limited to circumstances where it is subsequently found that this Extraordinary Resolution is not valid or binding);

(4)        holds harmless, discharges and exonerates and (to the extent permitted or not restricted under the laws and regulations applicable to it) indemnifies the Bond Trustee and the Security Trustee from and against all liability for which it may have become or may become liable as a result of acting in accordance with this Extraordinary Resolution under the Bonds, the Finance Documents or otherwise in respect of any act or omission, including, without limitation, in connection with this Extraordinary Resolution or its implementation, such waivers or modifications in the Waiver Letter or the implementation thereof;

(5)        sanctions and assents to every abrogation, amendment, modification, compromise or arrangement in respect of the rights of the Bondholders against the Issuer or the relevant Guarantors or against any of their property whether such rights shall arise under the Bonds, the Finance Documents or otherwise involved in or resulting from the Compensation Account Restricted Cash Release Waiver STID Proposal, this Extraordinary Resolution, the Waiver Letter, or their implementation and/or the waivers and modifications to the Bonds, the Finance Documents or otherwise (in each case, in accordance with the terms of the Compensation Account Restricted Cash Release Waiver STID Proposal and the Waiver Letter) or their implementation;

(6)        approves that the Bond Trustee be and is hereby authorised and instructed not to obtain any legal opinions in relation to, or to enquire into the power and the capacity of any person to enter into the Waiver Letter or any other waivers to the Finance Documents of the due execution and delivery thereof by any party thereto or the validity and enforceability thereof; and

(7)        acknowledges that the approval of the Compensation Account Restricted Cash Release Waiver STID Proposal is not conditional on the approval of the other STID Proposals.

Unless the context otherwise requires, capitalised terms used in this Extraordinary Resolution shall bear the meanings given to them in the Bond Trust Deed or, as applicable, the Solicitation Memorandum prepared by the Issuer and dated 25 October 2024 (the "Solicitation Memorandum")".

 

EXTRAORDINARY RESOLUTION IN RESPECT OF THE SEPTEMBER INTERIM ACCOUNTS WAIVER OF THE £300,000,000 4.625 per cent. Class A Guaranteed Unwrapped Bonds due 4 June 2046

 

"THAT THIS MEETING (the "Meeting") of the holders of £300,000,000 4.625 per cent. Class A Guaranteed Unwrapped Bonds due 4 June 2046 (the "Bondholders") guaranteed by Thames Water Utilities Holdings Limited and Thames Water Utilities Limited (each a "Guarantor" and together, the "Guarantors"), issued by Thames Water Utilities Finance plc (the "Issuer") and constituted by a trust deed originally dated 30 August 2007, as amended and restated or supplemented from time to time (the "Bond Trust Deed"), between, amongst others, the Issuer and Deutsche Trustee Company Limited (the "Bond Trustee"), by Extraordinary Resolution (as defined in the Bond Trust Deed) HEREBY:

(1)        sanctions and approves the STID Proposal in respect of the September Interim Accounts Waiver from TWUL dated 25 October 2024 to which this Extraordinary Resolution relates (the "September Interim Accounts Waiver STID Proposal") and the Waiver Letter (as defined in the STID Proposal) insofar as it relates to the September Interim Accounts Waiver STID Proposal, which is defined and described in the Solicitation Memorandum (as defined below);

(2)        assents to and authorises, directs, requests and empowers the Bond Trustee to (i) vote in favour of the September Interim Accounts Waiver STID Proposal, (ii) to direct the Security Trustee to execute the Waiver Letter insofar as it relates to the September Interim Accounts Waiver STID Proposal, and (iii) take all other actions including executing any other documents necessary, desirable or expedient to implement the September Interim Accounts Waiver STID Proposal and the waiver proposed in such STID Proposal;

(3)        waives any claim Bondholders may have against the Bond Trustee or Security Trustee as a result of any liability they may suffer or incur as a result of acting upon this Extraordinary Resolution and its implementation (including but not limited to circumstances where it is subsequently found that this Extraordinary Resolution is not valid or binding);

(4)        holds harmless, discharges and exonerates and (to the extent permitted or not restricted under the laws and regulations applicable to it) indemnifies the Bond Trustee and the Security Trustee from and against all liability for which it may have become or may become liable as a result of acting in accordance with this Extraordinary Resolution under the Bonds, the Finance Documents or otherwise in respect of any act or omission, including, without limitation, in connection with this Extraordinary Resolution or its implementation, such waivers or modifications in the Waiver Letter or the implementation thereof;

(5)        sanctions and assents to every abrogation, amendment, modification, compromise or arrangement in respect of the rights of the Bondholders against the Issuer or the relevant Guarantors or against any of their property whether such rights shall arise under the Bonds, the Finance Documents or otherwise involved in or resulting from the September Interim Accounts Waiver STID Proposal, this Extraordinary Resolution, the Waiver Letter, or their implementation and/or the waivers and modifications to the Bonds, the Finance Documents or otherwise (in each case, in accordance with the terms of the September Interim Accounts Waiver STID Proposal and the Waiver Letter) or their implementation;

(6)        approves that the Bond Trustee be and is hereby authorised and instructed not to obtain any legal opinions in relation to, or to enquire into the power and the capacity of any person to enter into the Waiver Letter or any other waivers to the Finance Documents of the due execution and delivery thereof by any party thereto or the validity and enforceability thereof; and

(7)        acknowledges that the approval of the September Interim Accounts Waiver STID Proposal is not conditional on the approval of the other STID Proposals.

Unless the context otherwise requires, capitalised terms used in this Extraordinary Resolution shall bear the meanings given to them in the Bond Trust Deed or, as applicable, the Solicitation Memorandum prepared by the Issuer and dated 25 October 2024 (the "Solicitation Memorandum")".

 

EXTRAORDINARY RESOLUTION IN RESPECT OF THE INTERIM RP LAUNCH WAIVER OF THE £100,000,000 1.846 per cent. Sub-Class A4 Index-Linked Unwrapped Bonds due 28 August 2047

 

"THAT THIS MEETING (the "Meeting") of the holders of £100,000,000 1.846 per cent. Sub-Class A4 Index-Linked Unwrapped Bonds due 28 August 2047 (the "Bondholders") guaranteed by Thames Water Utilities Holdings Limited and Thames Water Utilities Limited (each a "Guarantor" and together, the "Guarantors"), issued by Thames Water Utilities Finance plc (the "Issuer") and constituted by a trust deed originally dated 30 August 2007, as amended and restated or supplemented from time to time (the "Bond Trust Deed"), between, amongst others, the Issuer and Deutsche Trustee Company Limited (the "Bond Trustee"), by Extraordinary Resolution (as defined in the Bond Trust Deed) HEREBY:

(1)        sanctions and approves the STID Proposal in respect of the Interim RP Launch Waiver from TWUL dated 25 October 2024 to which this Extraordinary Resolution relates (the "Interim RP Launch Waiver STID Proposal") and the Waiver Letter (as defined in the STID Proposal) insofar as it relates to the Interim RP Launch Waiver STID Proposal, which is defined and described in the Solicitation Memorandum (as defined below);

(2)        assents to and authorises, directs, requests and empowers the Bond Trustee to (i) vote in favour of the Interim RP Launch Waiver STID Proposal, (ii) to direct the Security Trustee to execute the Waiver Letter insofar as it relates to the Interim RP Launch Waiver STID Proposal, and (iii) take all other actions including executing any other documents necessary, desirable or expedient to implement the Interim RP Launch Waiver STID Proposal and the waiver proposed in such STID Proposal;

(3)        waives any claim Bondholders may have against the Bond Trustee or Security Trustee as a result of any liability they may suffer or incur as a result of acting upon this Extraordinary Resolution and its implementation (including but not limited to circumstances where it is subsequently found that this Extraordinary Resolution is not valid or binding);

(4)        holds harmless, discharges and exonerates and (to the extent permitted or not restricted under the laws and regulations applicable to it) indemnifies the Bond Trustee and the Security Trustee from and against all liability for which it may have become or may become liable as a result of acting in accordance with this Extraordinary Resolution under the Bonds, the Finance Documents or otherwise in respect of any act or omission, including, without limitation, in connection with this Extraordinary Resolution or its implementation, such waivers or modifications in the Waiver Letter or the implementation thereof;

(5)        sanctions and assents to every abrogation, amendment, modification, compromise or arrangement in respect of the rights of the Bondholders against the Issuer or the relevant Guarantors or against any of their property whether such rights shall arise under the Bonds, the Finance Documents or otherwise involved in or resulting from the Interim RP Launch Waiver STID Proposal, this Extraordinary Resolution, the Waiver Letter, or their implementation and/or the waivers and modifications to the Bonds, the Finance Documents or otherwise (in each case, in accordance with the terms of the Interim RP Launch Waiver STID Proposal and the Waiver Letter) or their implementation;

(6)        approves that the Bond Trustee be and is hereby authorised and instructed not to obtain any legal opinions in relation to, or to enquire into the power and the capacity of any person to enter into the Waiver Letter or any other waivers to the Finance Documents of the due execution and delivery thereof by any party thereto or the validity and enforceability thereof; and

(7)        acknowledges that the approval of the Interim RP Launch Waiver STID Proposal is not conditional on the approval of the other STID Proposals.

Unless the context otherwise requires, capitalised terms used in this Extraordinary Resolution shall bear the meanings given to them in the Bond Trust Deed or, as applicable, the Solicitation Memorandum prepared by the Issuer and dated 25 October 2024 (the "Solicitation Memorandum")".

 

EXTRAORDINARY RESOLUTION IN RESPECT OF THE RESERVE ACCOUNT RESTRICTED CASH RELEASE WAIVER OF THE £100,000,000 1.846 per cent. Sub-Class A4 Index-Linked Unwrapped Bonds due 28 August 2047

 

"THAT THIS MEETING (the "Meeting") of the holders of £100,000,000 1.846 per cent. Sub-Class A4 Index-Linked Unwrapped Bonds due 28 August 2047 (the "Bondholders") guaranteed by Thames Water Utilities Holdings Limited and Thames Water Utilities Limited (each a "Guarantor" and together, the "Guarantors"), issued by Thames Water Utilities Finance plc (the "Issuer") and constituted by a trust deed originally dated 30 August 2007, as amended and restated or supplemented from time to time (the "Bond Trust Deed"), between, amongst others, the Issuer and Deutsche Trustee Company Limited (the "Bond Trustee"), by Extraordinary Resolution (as defined in the Bond Trust Deed) HEREBY:

(1)        sanctions and approves the STID Proposal in respect of the Reserve Account Restricted Cash Release Waiver from TWUL dated 25 October 2024 to which this Extraordinary Resolution relates (the "Reserve Account Restricted Cash Release Waiver STID Proposal") and the Waiver Letter (as defined in the STID Proposal) insofar as it relates to the Reserve Account Restricted Cash Release Waiver STID Proposal, which is defined and described in the Solicitation Memorandum (as defined below);

(2)        assents to and authorises, directs, requests and empowers the Bond Trustee to (i) vote in favour of the Reserve Account Restricted Cash Release Waiver STID Proposal, (ii) to direct the Security Trustee to execute the Waiver Letter insofar as it relates to the Reserve Account Restricted Cash Release Waiver STID Proposal, and (iii) take all other actions including executing any other documents necessary, desirable or expedient to implement the Reserve Account Restricted Cash Release Waiver STID Proposal and the waiver proposed in such STID Proposal;

(3)        waives any claim Bondholders may have against the Bond Trustee or Security Trustee as a result of any liability they may suffer or incur as a result of acting upon this Extraordinary Resolution and its implementation (including but not limited to circumstances where it is subsequently found that this Extraordinary Resolution is not valid or binding);

(4)        holds harmless, discharges and exonerates and (to the extent permitted or not restricted under the laws and regulations applicable to it) indemnifies the Bond Trustee and the Security Trustee from and against all liability for which it may have become or may become liable as a result of acting in accordance with this Extraordinary Resolution under the Bonds, the Finance Documents or otherwise in respect of any act or omission, including, without limitation, in connection with this Extraordinary Resolution or its implementation, such waivers or modifications in the Waiver Letter or the implementation thereof;

(5)        sanctions and assents to every abrogation, amendment, modification, compromise or arrangement in respect of the rights of the Bondholders against the Issuer or the relevant Guarantors or against any of their property whether such rights shall arise under the Bonds, the Finance Documents or otherwise involved in or resulting from the Reserve Account Restricted Cash Release Waiver STID Proposal, this Extraordinary Resolution, the Waiver Letter, or their implementation and/or the waivers and modifications to the Bonds, the Finance Documents or otherwise (in each case, in accordance with the terms of the Reserve Account Restricted Cash Release Waiver STID Proposal and the Waiver Letter) or their implementation;

(6)        approves that the Bond Trustee be and is hereby authorised and instructed not to obtain any legal opinions in relation to, or to enquire into the power and the capacity of any person to enter into the Waiver Letter or any other waivers to the Finance Documents of the due execution and delivery thereof by any party thereto or the validity and enforceability thereof; and

(7)        acknowledges that the approval of the Reserve Account Restricted Cash Release Waiver STID Proposal is not conditional on the approval of the other STID Proposals.

Unless the context otherwise requires, capitalised terms used in this Extraordinary Resolution shall bear the meanings given to them in the Bond Trust Deed or, as applicable, the Solicitation Memorandum prepared by the Issuer and dated 25 October 2024 (the "Solicitation Memorandum")".

 

EXTRAORDINARY RESOLUTION IN RESPECT OF THE COMPENSATION ACCOUNT RESTRICTED CASH RELEASE WAIVER OF THE £100,000,000 1.846 per cent. Sub-Class A4 Index-Linked Unwrapped Bonds due 28 August 2047

 

"THAT THIS MEETING (the "Meeting") of the holders of £100,000,000 1.846 per cent. Sub-Class A4 Index-Linked Unwrapped Bonds due 28 August 2047 (the "Bondholders") guaranteed by Thames Water Utilities Holdings Limited and Thames Water Utilities Limited (each a "Guarantor" and together, the "Guarantors"), issued by Thames Water Utilities Finance plc (the "Issuer") and constituted by a trust deed originally dated 30 August 2007, as amended and restated or supplemented from time to time (the "Bond Trust Deed"), between, amongst others, the Issuer and Deutsche Trustee Company Limited (the "Bond Trustee"), by Extraordinary Resolution (as defined in the Bond Trust Deed) HEREBY:

(1)        sanctions and approves the STID Proposal in respect of the Compensation Account Restricted Cash Release Waiver from TWUL dated 25 October 2024 to which this Extraordinary Resolution relates (the "Compensation Account Restricted Cash Release Waiver STID Proposal") and the Waiver Letter (as defined in the STID Proposal) insofar as it relates to the Compensation Account Restricted Cash Release Waiver STID Proposal, which is defined and described in the Solicitation Memorandum (as defined below);

(2)        assents to and authorises, directs, requests and empowers the Bond Trustee to (i) vote in favour of the Compensation Account Restricted Cash Release Waiver STID Proposal, (ii) to direct the Security Trustee to execute the Waiver Letter insofar as it relates to the Compensation Account Restricted Cash Release Waiver STID Proposal, and (iii) take all other actions including executing any other documents necessary, desirable or expedient to implement the Compensation Account Restricted Cash Release Waiver STID Proposal and the waiver proposed in such STID Proposal;

(3)        waives any claim Bondholders may have against the Bond Trustee or Security Trustee as a result of any liability they may suffer or incur as a result of acting upon this Extraordinary Resolution and its implementation (including but not limited to circumstances where it is subsequently found that this Extraordinary Resolution is not valid or binding);

(4)        holds harmless, discharges and exonerates and (to the extent permitted or not restricted under the laws and regulations applicable to it) indemnifies the Bond Trustee and the Security Trustee from and against all liability for which it may have become or may become liable as a result of acting in accordance with this Extraordinary Resolution under the Bonds, the Finance Documents or otherwise in respect of any act or omission, including, without limitation, in connection with this Extraordinary Resolution or its implementation, such waivers or modifications in the Waiver Letter or the implementation thereof;

(5)        sanctions and assents to every abrogation, amendment, modification, compromise or arrangement in respect of the rights of the Bondholders against the Issuer or the relevant Guarantors or against any of their property whether such rights shall arise under the Bonds, the Finance Documents or otherwise involved in or resulting from the Compensation Account Restricted Cash Release Waiver STID Proposal, this Extraordinary Resolution, the Waiver Letter, or their implementation and/or the waivers and modifications to the Bonds, the Finance Documents or otherwise (in each case, in accordance with the terms of the Compensation Account Restricted Cash Release Waiver STID Proposal and the Waiver Letter) or their implementation;

(6)        approves that the Bond Trustee be and is hereby authorised and instructed not to obtain any legal opinions in relation to, or to enquire into the power and the capacity of any person to enter into the Waiver Letter or any other waivers to the Finance Documents of the due execution and delivery thereof by any party thereto or the validity and enforceability thereof; and

(7)        acknowledges that the approval of the Compensation Account Restricted Cash Release Waiver STID Proposal is not conditional on the approval of the other STID Proposals.

Unless the context otherwise requires, capitalised terms used in this Extraordinary Resolution shall bear the meanings given to them in the Bond Trust Deed or, as applicable, the Solicitation Memorandum prepared by the Issuer and dated 25 October 2024 (the "Solicitation Memorandum")".

 

EXTRAORDINARY RESOLUTION IN RESPECT OF THE SEPTEMBER INTERIM ACCOUNTS WAIVER OF THE £100,000,000 1.846 per cent. Sub-Class A4 Index-Linked Unwrapped Bonds due 28 August 2047

 

"THAT THIS MEETING (the "Meeting") of the holders of £100,000,000 1.846 per cent. Sub-Class A4 Index-Linked Unwrapped Bonds due 28 August 2047 (the "Bondholders") guaranteed by Thames Water Utilities Holdings Limited and Thames Water Utilities Limited (each a "Guarantor" and together, the "Guarantors"), issued by Thames Water Utilities Finance plc (the "Issuer") and constituted by a trust deed originally dated 30 August 2007, as amended and restated or supplemented from time to time (the "Bond Trust Deed"), between, amongst others, the Issuer and Deutsche Trustee Company Limited (the "Bond Trustee"), by Extraordinary Resolution (as defined in the Bond Trust Deed) HEREBY:

(1)        sanctions and approves the STID Proposal in respect of the September Interim Accounts Waiver from TWUL dated 25 October 2024 to which this Extraordinary Resolution relates (the "September Interim Accounts Waiver STID Proposal") and the Waiver Letter (as defined in the STID Proposal) insofar as it relates to the September Interim Accounts Waiver STID Proposal, which is defined and described in the Solicitation Memorandum (as defined below);

(2)        assents to and authorises, directs, requests and empowers the Bond Trustee to (i) vote in favour of the September Interim Accounts Waiver STID Proposal, (ii) to direct the Security Trustee to execute the Waiver Letter insofar as it relates to the September Interim Accounts Waiver STID Proposal, and (iii) take all other actions including executing any other documents necessary, desirable or expedient to implement the September Interim Accounts Waiver STID Proposal and the waiver proposed in such STID Proposal;

(3)        waives any claim Bondholders may have against the Bond Trustee or Security Trustee as a result of any liability they may suffer or incur as a result of acting upon this Extraordinary Resolution and its implementation (including but not limited to circumstances where it is subsequently found that this Extraordinary Resolution is not valid or binding);

(4)        holds harmless, discharges and exonerates and (to the extent permitted or not restricted under the laws and regulations applicable to it) indemnifies the Bond Trustee and the Security Trustee from and against all liability for which it may have become or may become liable as a result of acting in accordance with this Extraordinary Resolution under the Bonds, the Finance Documents or otherwise in respect of any act or omission, including, without limitation, in connection with this Extraordinary Resolution or its implementation, such waivers or modifications in the Waiver Letter or the implementation thereof;

(5)        sanctions and assents to every abrogation, amendment, modification, compromise or arrangement in respect of the rights of the Bondholders against the Issuer or the relevant Guarantors or against any of their property whether such rights shall arise under the Bonds, the Finance Documents or otherwise involved in or resulting from the September Interim Accounts Waiver STID Proposal, this Extraordinary Resolution, the Waiver Letter, or their implementation and/or the waivers and modifications to the Bonds, the Finance Documents or otherwise (in each case, in accordance with the terms of the September Interim Accounts Waiver STID Proposal and the Waiver Letter) or their implementation;

(6)        approves that the Bond Trustee be and is hereby authorised and instructed not to obtain any legal opinions in relation to, or to enquire into the power and the capacity of any person to enter into the Waiver Letter or any other waivers to the Finance Documents of the due execution and delivery thereof by any party thereto or the validity and enforceability thereof; and

(7)        acknowledges that the approval of the September Interim Accounts Waiver STID Proposal is not conditional on the approval of the other STID Proposals.

Unless the context otherwise requires, capitalised terms used in this Extraordinary Resolution shall bear the meanings given to them in the Bond Trust Deed or, as applicable, the Solicitation Memorandum prepared by the Issuer and dated 25 October 2024 (the "Solicitation Memorandum")".

 

EXTRAORDINARY RESOLUTION IN RESPECT OF THE INTERIM RP LAUNCH WAIVER OF THE £200,000,000 1.819 per cent. Sub-Class A3 Index-Linked Unwrapped Bonds due 28 August 2049

 

"THAT THIS MEETING (the "Meeting") of the holders of £200,000,000 1.819 per cent. Sub-Class A3 Index-Linked Unwrapped Bonds due 28 August 2049 (the "Bondholders") guaranteed by Thames Water Utilities Holdings Limited and Thames Water Utilities Limited (each a "Guarantor" and together, the "Guarantors"), issued by Thames Water Utilities Finance plc (the "Issuer") and constituted by a trust deed originally dated 30 August 2007, as amended and restated or supplemented from time to time (the "Bond Trust Deed"), between, amongst others, the Issuer and Deutsche Trustee Company Limited (the "Bond Trustee"), by Extraordinary Resolution (as defined in the Bond Trust Deed) HEREBY:

(1)        sanctions and approves the STID Proposal in respect of the Interim RP Launch Waiver from TWUL dated 25 October 2024 to which this Extraordinary Resolution relates (the "Interim RP Launch Waiver STID Proposal") and the Waiver Letter (as defined in the STID Proposal) insofar as it relates to the Interim RP Launch Waiver STID Proposal, which is defined and described in the Solicitation Memorandum (as defined below);

(2)        assents to and authorises, directs, requests and empowers the Bond Trustee to (i) vote in favour of the Interim RP Launch Waiver STID Proposal, (ii) to direct the Security Trustee to execute the Waiver Letter insofar as it relates to the Interim RP Launch Waiver STID Proposal, and (iii) take all other actions including executing any other documents necessary, desirable or expedient to implement the Interim RP Launch Waiver STID Proposal and the waiver proposed in such STID Proposal;

(3)        waives any claim Bondholders may have against the Bond Trustee or Security Trustee as a result of any liability they may suffer or incur as a result of acting upon this Extraordinary Resolution and its implementation (including but not limited to circumstances where it is subsequently found that this Extraordinary Resolution is not valid or binding);

(4)        holds harmless, discharges and exonerates and (to the extent permitted or not restricted under the laws and regulations applicable to it) indemnifies the Bond Trustee and the Security Trustee from and against all liability for which it may have become or may become liable as a result of acting in accordance with this Extraordinary Resolution under the Bonds, the Finance Documents or otherwise in respect of any act or omission, including, without limitation, in connection with this Extraordinary Resolution or its implementation, such waivers or modifications in the Waiver Letter or the implementation thereof;

(5)        sanctions and assents to every abrogation, amendment, modification, compromise or arrangement in respect of the rights of the Bondholders against the Issuer or the relevant Guarantors or against any of their property whether such rights shall arise under the Bonds, the Finance Documents or otherwise involved in or resulting from the Interim RP Launch Waiver STID Proposal, this Extraordinary Resolution, the Waiver Letter, or their implementation and/or the waivers and modifications to the Bonds, the Finance Documents or otherwise (in each case, in accordance with the terms of the Interim RP Launch Waiver STID Proposal and the Waiver Letter) or their implementation;

(6)        approves that the Bond Trustee be and is hereby authorised and instructed not to obtain any legal opinions in relation to, or to enquire into the power and the capacity of any person to enter into the Waiver Letter or any other waivers to the Finance Documents of the due execution and delivery thereof by any party thereto or the validity and enforceability thereof; and

(7)        acknowledges that the approval of the Interim RP Launch Waiver STID Proposal is not conditional on the approval of the other STID Proposals.

Unless the context otherwise requires, capitalised terms used in this Extraordinary Resolution shall bear the meanings given to them in the Bond Trust Deed or, as applicable, the Solicitation Memorandum prepared by the Issuer and dated 25 October 2024 (the "Solicitation Memorandum")".

 

EXTRAORDINARY RESOLUTION IN RESPECT OF THE RESERVE ACCOUNT RESTRICTED CASH RELEASE WAIVER OF THE £200,000,000 1.819 per cent. Sub-Class A3 Index-Linked Unwrapped Bonds due 28 August 2049

 

"THAT THIS MEETING (the "Meeting") of the holders of £200,000,000 1.819 per cent. Sub-Class A3 Index-Linked Unwrapped Bonds due 28 August 2049 (the "Bondholders") guaranteed by Thames Water Utilities Holdings Limited and Thames Water Utilities Limited (each a "Guarantor" and together, the "Guarantors"), issued by Thames Water Utilities Finance plc (the "Issuer") and constituted by a trust deed originally dated 30 August 2007, as amended and restated or supplemented from time to time (the "Bond Trust Deed"), between, amongst others, the Issuer and Deutsche Trustee Company Limited (the "Bond Trustee"), by Extraordinary Resolution (as defined in the Bond Trust Deed) HEREBY:

(1)        sanctions and approves the STID Proposal in respect of the Reserve Account Restricted Cash Release Waiver from TWUL dated 25 October 2024 to which this Extraordinary Resolution relates (the "Reserve Account Restricted Cash Release Waiver STID Proposal") and the Waiver Letter (as defined in the STID Proposal) insofar as it relates to the Reserve Account Restricted Cash Release Waiver STID Proposal, which is defined and described in the Solicitation Memorandum (as defined below);

(2)        assents to and authorises, directs, requests and empowers the Bond Trustee to (i) vote in favour of the Reserve Account Restricted Cash Release Waiver STID Proposal, (ii) to direct the Security Trustee to execute the Waiver Letter insofar as it relates to the Reserve Account Restricted Cash Release Waiver STID Proposal, and (iii) take all other actions including executing any other documents necessary, desirable or expedient to implement the Reserve Account Restricted Cash Release Waiver STID Proposal and the waiver proposed in such STID Proposal;

(3)        waives any claim Bondholders may have against the Bond Trustee or Security Trustee as a result of any liability they may suffer or incur as a result of acting upon this Extraordinary Resolution and its implementation (including but not limited to circumstances where it is subsequently found that this Extraordinary Resolution is not valid or binding);

(4)        holds harmless, discharges and exonerates and (to the extent permitted or not restricted under the laws and regulations applicable to it) indemnifies the Bond Trustee and the Security Trustee from and against all liability for which it may have become or may become liable as a result of acting in accordance with this Extraordinary Resolution under the Bonds, the Finance Documents or otherwise in respect of any act or omission, including, without limitation, in connection with this Extraordinary Resolution or its implementation, such waivers or modifications in the Waiver Letter or the implementation thereof;

(5)        sanctions and assents to every abrogation, amendment, modification, compromise or arrangement in respect of the rights of the Bondholders against the Issuer or the relevant Guarantors or against any of their property whether such rights shall arise under the Bonds, the Finance Documents or otherwise involved in or resulting from the Reserve Account Restricted Cash Release Waiver STID Proposal, this Extraordinary Resolution, the Waiver Letter, or their implementation and/or the waivers and modifications to the Bonds, the Finance Documents or otherwise (in each case, in accordance with the terms of the Reserve Account Restricted Cash Release Waiver STID Proposal and the Waiver Letter) or their implementation;

(6)        approves that the Bond Trustee be and is hereby authorised and instructed not to obtain any legal opinions in relation to, or to enquire into the power and the capacity of any person to enter into the Waiver Letter or any other waivers to the Finance Documents of the due execution and delivery thereof by any party thereto or the validity and enforceability thereof; and

(7)        acknowledges that the approval of the Reserve Account Restricted Cash Release Waiver STID Proposal is not conditional on the approval of the other STID Proposals.

Unless the context otherwise requires, capitalised terms used in this Extraordinary Resolution shall bear the meanings given to them in the Bond Trust Deed or, as applicable, the Solicitation Memorandum prepared by the Issuer and dated 25 October 2024 (the "Solicitation Memorandum")".

 

EXTRAORDINARY RESOLUTION IN RESPECT OF THE COMPENSATION ACCOUNT RESTRICTED CASH RELEASE WAIVER OF THE £200,000,000 1.819 per cent. Sub-Class A3 Index-Linked Unwrapped Bonds due 28 August 2049

 

"THAT THIS MEETING (the "Meeting") of the holders of £200,000,000 1.819 per cent. Sub-Class A3 Index-Linked Unwrapped Bonds due 28 August 2049 (the "Bondholders") guaranteed by Thames Water Utilities Holdings Limited and Thames Water Utilities Limited (each a "Guarantor" and together, the "Guarantors"), issued by Thames Water Utilities Finance plc (the "Issuer") and constituted by a trust deed originally dated 30 August 2007, as amended and restated or supplemented from time to time (the "Bond Trust Deed"), between, amongst others, the Issuer and Deutsche Trustee Company Limited (the "Bond Trustee"), by Extraordinary Resolution (as defined in the Bond Trust Deed) HEREBY:

(1)        sanctions and approves the STID Proposal in respect of the Compensation Account Restricted Cash Release Waiver from TWUL dated 25 October 2024 to which this Extraordinary Resolution relates (the "Compensation Account Restricted Cash Release Waiver STID Proposal") and the Waiver Letter (as defined in the STID Proposal) insofar as it relates to the Compensation Account Restricted Cash Release Waiver STID Proposal, which is defined and described in the Solicitation Memorandum (as defined below);

(2)        assents to and authorises, directs, requests and empowers the Bond Trustee to (i) vote in favour of the Compensation Account Restricted Cash Release Waiver STID Proposal, (ii) to direct the Security Trustee to execute the Waiver Letter insofar as it relates to the Compensation Account Restricted Cash Release Waiver STID Proposal, and (iii) take all other actions including executing any other documents necessary, desirable or expedient to implement the Compensation Account Restricted Cash Release Waiver STID Proposal and the waiver proposed in such STID Proposal;

(3)        waives any claim Bondholders may have against the Bond Trustee or Security Trustee as a result of any liability they may suffer or incur as a result of acting upon this Extraordinary Resolution and its implementation (including but not limited to circumstances where it is subsequently found that this Extraordinary Resolution is not valid or binding);

(4)        holds harmless, discharges and exonerates and (to the extent permitted or not restricted under the laws and regulations applicable to it) indemnifies the Bond Trustee and the Security Trustee from and against all liability for which it may have become or may become liable as a result of acting in accordance with this Extraordinary Resolution under the Bonds, the Finance Documents or otherwise in respect of any act or omission, including, without limitation, in connection with this Extraordinary Resolution or its implementation, such waivers or modifications in the Waiver Letter or the implementation thereof;

(5)        sanctions and assents to every abrogation, amendment, modification, compromise or arrangement in respect of the rights of the Bondholders against the Issuer or the relevant Guarantors or against any of their property whether such rights shall arise under the Bonds, the Finance Documents or otherwise involved in or resulting from the Compensation Account Restricted Cash Release Waiver STID Proposal, this Extraordinary Resolution, the Waiver Letter, or their implementation and/or the waivers and modifications to the Bonds, the Finance Documents or otherwise (in each case, in accordance with the terms of the Compensation Account Restricted Cash Release Waiver STID Proposal and the Waiver Letter) or their implementation;

(6)        approves that the Bond Trustee be and is hereby authorised and instructed not to obtain any legal opinions in relation to, or to enquire into the power and the capacity of any person to enter into the Waiver Letter or any other waivers to the Finance Documents of the due execution and delivery thereof by any party thereto or the validity and enforceability thereof; and

(7)        acknowledges that the approval of the Compensation Account Restricted Cash Release Waiver STID Proposal is not conditional on the approval of the other STID Proposals.

Unless the context otherwise requires, capitalised terms used in this Extraordinary Resolution shall bear the meanings given to them in the Bond Trust Deed or, as applicable, the Solicitation Memorandum prepared by the Issuer and dated 25 October 2024 (the "Solicitation Memorandum")".

 

EXTRAORDINARY RESOLUTION IN RESPECT OF THE SEPTEMBER INTERIM ACCOUNTS WAIVER OF THE £200,000,000 1.819 per cent. Sub-Class A3 Index-Linked Unwrapped Bonds due 28 August 2049

 

"THAT THIS MEETING (the "Meeting") of the holders of £200,000,000 1.819 per cent. Sub-Class A3 Index-Linked Unwrapped Bonds due 28 August 2049 (the "Bondholders") guaranteed by Thames Water Utilities Holdings Limited and Thames Water Utilities Limited (each a "Guarantor" and together, the "Guarantors"), issued by Thames Water Utilities Finance plc (the "Issuer") and constituted by a trust deed originally dated 30 August 2007, as amended and restated or supplemented from time to time (the "Bond Trust Deed"), between, amongst others, the Issuer and Deutsche Trustee Company Limited (the "Bond Trustee"), by Extraordinary Resolution (as defined in the Bond Trust Deed) HEREBY:

(1)        sanctions and approves the STID Proposal in respect of the September Interim Accounts Waiver from TWUL dated 25 October 2024 to which this Extraordinary Resolution relates (the "September Interim Accounts Waiver STID Proposal") and the Waiver Letter (as defined in the STID Proposal) insofar as it relates to the September Interim Accounts Waiver STID Proposal, which is defined and described in the Solicitation Memorandum (as defined below);

(2)        assents to and authorises, directs, requests and empowers the Bond Trustee to (i) vote in favour of the September Interim Accounts Waiver STID Proposal, (ii) to direct the Security Trustee to execute the Waiver Letter insofar as it relates to the September Interim Accounts Waiver STID Proposal, and (iii) take all other actions including executing any other documents necessary, desirable or expedient to implement the September Interim Accounts Waiver STID Proposal and the waiver proposed in such STID Proposal;

(3)        waives any claim Bondholders may have against the Bond Trustee or Security Trustee as a result of any liability they may suffer or incur as a result of acting upon this Extraordinary Resolution and its implementation (including but not limited to circumstances where it is subsequently found that this Extraordinary Resolution is not valid or binding);

(4)        holds harmless, discharges and exonerates and (to the extent permitted or not restricted under the laws and regulations applicable to it) indemnifies the Bond Trustee and the Security Trustee from and against all liability for which it may have become or may become liable as a result of acting in accordance with this Extraordinary Resolution under the Bonds, the Finance Documents or otherwise in respect of any act or omission, including, without limitation, in connection with this Extraordinary Resolution or its implementation, such waivers or modifications in the Waiver Letter or the implementation thereof;

(5)        sanctions and assents to every abrogation, amendment, modification, compromise or arrangement in respect of the rights of the Bondholders against the Issuer or the relevant Guarantors or against any of their property whether such rights shall arise under the Bonds, the Finance Documents or otherwise involved in or resulting from the September Interim Accounts Waiver STID Proposal, this Extraordinary Resolution, the Waiver Letter, or their implementation and/or the waivers and modifications to the Bonds, the Finance Documents or otherwise (in each case, in accordance with the terms of the September Interim Accounts Waiver STID Proposal and the Waiver Letter) or their implementation;

(6)        approves that the Bond Trustee be and is hereby authorised and instructed not to obtain any legal opinions in relation to, or to enquire into the power and the capacity of any person to enter into the Waiver Letter or any other waivers to the Finance Documents of the due execution and delivery thereof by any party thereto or the validity and enforceability thereof; and

(7)        acknowledges that the approval of the September Interim Accounts Waiver STID Proposal is not conditional on the approval of the other STID Proposals.

Unless the context otherwise requires, capitalised terms used in this Extraordinary Resolution shall bear the meanings given to them in the Bond Trust Deed or, as applicable, the Solicitation Memorandum prepared by the Issuer and dated 25 October 2024 (the "Solicitation Memorandum")".

 

EXTRAORDINARY RESOLUTION IN RESPECT OF THE INTERIM RP LAUNCH WAIVER OF THE £40,000,000 Class A 2.442 per cent. Guaranteed Unwrapped Bonds due 12 May 2050

 

"THAT THIS MEETING (the "Meeting") of the holders of £40,000,000 Class A 2.442 per cent. Guaranteed Unwrapped Bonds due 12 May 2050 (the "Bondholders") guaranteed by Thames Water Utilities Holdings Limited and Thames Water Utilities Limited (each a "Guarantor" and together, the "Guarantors"), issued by Thames Water Utilities Finance plc (the "Issuer") and constituted by a trust deed originally dated 30 August 2007, as amended and restated or supplemented from time to time (the "Bond Trust Deed"), between, amongst others, the Issuer and Deutsche Trustee Company Limited (the "Bond Trustee"), by Extraordinary Resolution (as defined in the Bond Trust Deed) HEREBY:

(1)        sanctions and approves the STID Proposal in respect of the Interim RP Launch Waiver from TWUL dated 25 October 2024 to which this Extraordinary Resolution relates (the "Interim RP Launch Waiver STID Proposal") and the Waiver Letter (as defined in the STID Proposal) insofar as it relates to the Interim RP Launch Waiver STID Proposal, which is defined and described in the Solicitation Memorandum (as defined below);

(2)        assents to and authorises, directs, requests and empowers the Bond Trustee to (i) vote in favour of the Interim RP Launch Waiver STID Proposal, (ii) to direct the Security Trustee to execute the Waiver Letter insofar as it relates to the Interim RP Launch Waiver STID Proposal, and (iii) take all other actions including executing any other documents necessary, desirable or expedient to implement the Interim RP Launch Waiver STID Proposal and the waiver proposed in such STID Proposal;

(3)        waives any claim Bondholders may have against the Bond Trustee or Security Trustee as a result of any liability they may suffer or incur as a result of acting upon this Extraordinary Resolution and its implementation (including but not limited to circumstances where it is subsequently found that this Extraordinary Resolution is not valid or binding);

(4)        holds harmless, discharges and exonerates and (to the extent permitted or not restricted under the laws and regulations applicable to it) indemnifies the Bond Trustee and the Security Trustee from and against all liability for which it may have become or may become liable as a result of acting in accordance with this Extraordinary Resolution under the Bonds, the Finance Documents or otherwise in respect of any act or omission, including, without limitation, in connection with this Extraordinary Resolution or its implementation, such waivers or modifications in the Waiver Letter or the implementation thereof;

(5)        sanctions and assents to every abrogation, amendment, modification, compromise or arrangement in respect of the rights of the Bondholders against the Issuer or the relevant Guarantors or against any of their property whether such rights shall arise under the Bonds, the Finance Documents or otherwise involved in or resulting from the Interim RP Launch Waiver STID Proposal, this Extraordinary Resolution, the Waiver Letter, or their implementation and/or the waivers and modifications to the Bonds, the Finance Documents or otherwise (in each case, in accordance with the terms of the Interim RP Launch Waiver STID Proposal and the Waiver Letter) or their implementation;

(6)        approves that the Bond Trustee be and is hereby authorised and instructed not to obtain any legal opinions in relation to, or to enquire into the power and the capacity of any person to enter into the Waiver Letter or any other waivers to the Finance Documents of the due execution and delivery thereof by any party thereto or the validity and enforceability thereof; and

(7)        acknowledges that the approval of the Interim RP Launch Waiver STID Proposal is not conditional on the approval of the other STID Proposals.

Unless the context otherwise requires, capitalised terms used in this Extraordinary Resolution shall bear the meanings given to them in the Bond Trust Deed or, as applicable, the Solicitation Memorandum prepared by the Issuer and dated 25 October 2024 (the "Solicitation Memorandum")".

 

EXTRAORDINARY RESOLUTION IN RESPECT OF THE RESERVE ACCOUNT RESTRICTED CASH RELEASE WAIVER OF THE £40,000,000 Class A 2.442 per cent. Guaranteed Unwrapped Bonds due 12 May 2050

 

"THAT THIS MEETING (the "Meeting") of the holders of £40,000,000 Class A 2.442 per cent. Guaranteed Unwrapped Bonds due 12 May 2050 (the "Bondholders") guaranteed by Thames Water Utilities Holdings Limited and Thames Water Utilities Limited (each a "Guarantor" and together, the "Guarantors"), issued by Thames Water Utilities Finance plc (the "Issuer") and constituted by a trust deed originally dated 30 August 2007, as amended and restated or supplemented from time to time (the "Bond Trust Deed"), between, amongst others, the Issuer and Deutsche Trustee Company Limited (the "Bond Trustee"), by Extraordinary Resolution (as defined in the Bond Trust Deed) HEREBY:

(1)        sanctions and approves the STID Proposal in respect of the Reserve Account Restricted Cash Release Waiver from TWUL dated 25 October 2024 to which this Extraordinary Resolution relates (the "Reserve Account Restricted Cash Release Waiver STID Proposal") and the Waiver Letter (as defined in the STID Proposal) insofar as it relates to the Reserve Account Restricted Cash Release Waiver STID Proposal, which is defined and described in the Solicitation Memorandum (as defined below);

(2)        assents to and authorises, directs, requests and empowers the Bond Trustee to (i) vote in favour of the Reserve Account Restricted Cash Release Waiver STID Proposal, (ii) to direct the Security Trustee to execute the Waiver Letter insofar as it relates to the Reserve Account Restricted Cash Release Waiver STID Proposal, and (iii) take all other actions including executing any other documents necessary, desirable or expedient to implement the Reserve Account Restricted Cash Release Waiver STID Proposal and the waiver proposed in such STID Proposal;

(3)        waives any claim Bondholders may have against the Bond Trustee or Security Trustee as a result of any liability they may suffer or incur as a result of acting upon this Extraordinary Resolution and its implementation (including but not limited to circumstances where it is subsequently found that this Extraordinary Resolution is not valid or binding);

(4)        holds harmless, discharges and exonerates and (to the extent permitted or not restricted under the laws and regulations applicable to it) indemnifies the Bond Trustee and the Security Trustee from and against all liability for which it may have become or may become liable as a result of acting in accordance with this Extraordinary Resolution under the Bonds, the Finance Documents or otherwise in respect of any act or omission, including, without limitation, in connection with this Extraordinary Resolution or its implementation, such waivers or modifications in the Waiver Letter or the implementation thereof;

(5)        sanctions and assents to every abrogation, amendment, modification, compromise or arrangement in respect of the rights of the Bondholders against the Issuer or the relevant Guarantors or against any of their property whether such rights shall arise under the Bonds, the Finance Documents or otherwise involved in or resulting from the Reserve Account Restricted Cash Release Waiver STID Proposal, this Extraordinary Resolution, the Waiver Letter, or their implementation and/or the waivers and modifications to the Bonds, the Finance Documents or otherwise (in each case, in accordance with the terms of the Reserve Account Restricted Cash Release Waiver STID Proposal and the Waiver Letter) or their implementation;

(6)        approves that the Bond Trustee be and is hereby authorised and instructed not to obtain any legal opinions in relation to, or to enquire into the power and the capacity of any person to enter into the Waiver Letter or any other waivers to the Finance Documents of the due execution and delivery thereof by any party thereto or the validity and enforceability thereof; and

(7)        acknowledges that the approval of the Reserve Account Restricted Cash Release Waiver STID Proposal is not conditional on the approval of the other STID Proposals.

Unless the context otherwise requires, capitalised terms used in this Extraordinary Resolution shall bear the meanings given to them in the Bond Trust Deed or, as applicable, the Solicitation Memorandum prepared by the Issuer and dated 25 October 2024 (the "Solicitation Memorandum")".

 

EXTRAORDINARY RESOLUTION IN RESPECT OF THE COMPENSATION ACCOUNT RESTRICTED CASH RELEASE WAIVER OF THE £40,000,000 Class A 2.442 per cent. Guaranteed Unwrapped Bonds due 12 May 2050

 

"THAT THIS MEETING (the "Meeting") of the holders of £40,000,000 Class A 2.442 per cent. Guaranteed Unwrapped Bonds due 12 May 2050 (the "Bondholders") guaranteed by Thames Water Utilities Holdings Limited and Thames Water Utilities Limited (each a "Guarantor" and together, the "Guarantors"), issued by Thames Water Utilities Finance plc (the "Issuer") and constituted by a trust deed originally dated 30 August 2007, as amended and restated or supplemented from time to time (the "Bond Trust Deed"), between, amongst others, the Issuer and Deutsche Trustee Company Limited (the "Bond Trustee"), by Extraordinary Resolution (as defined in the Bond Trust Deed) HEREBY:

(1)        sanctions and approves the STID Proposal in respect of the Compensation Account Restricted Cash Release Waiver from TWUL dated 25 October 2024 to which this Extraordinary Resolution relates (the "Compensation Account Restricted Cash Release Waiver STID Proposal") and the Waiver Letter (as defined in the STID Proposal) insofar as it relates to the Compensation Account Restricted Cash Release Waiver STID Proposal, which is defined and described in the Solicitation Memorandum (as defined below);

(2)        assents to and authorises, directs, requests and empowers the Bond Trustee to (i) vote in favour of the Compensation Account Restricted Cash Release Waiver STID Proposal, (ii) to direct the Security Trustee to execute the Waiver Letter insofar as it relates to the Compensation Account Restricted Cash Release Waiver STID Proposal, and (iii) take all other actions including executing any other documents necessary, desirable or expedient to implement the Compensation Account Restricted Cash Release Waiver STID Proposal and the waiver proposed in such STID Proposal;

(3)        waives any claim Bondholders may have against the Bond Trustee or Security Trustee as a result of any liability they may suffer or incur as a result of acting upon this Extraordinary Resolution and its implementation (including but not limited to circumstances where it is subsequently found that this Extraordinary Resolution is not valid or binding);

(4)        holds harmless, discharges and exonerates and (to the extent permitted or not restricted under the laws and regulations applicable to it) indemnifies the Bond Trustee and the Security Trustee from and against all liability for which it may have become or may become liable as a result of acting in accordance with this Extraordinary Resolution under the Bonds, the Finance Documents or otherwise in respect of any act or omission, including, without limitation, in connection with this Extraordinary Resolution or its implementation, such waivers or modifications in the Waiver Letter or the implementation thereof;

(5)        sanctions and assents to every abrogation, amendment, modification, compromise or arrangement in respect of the rights of the Bondholders against the Issuer or the relevant Guarantors or against any of their property whether such rights shall arise under the Bonds, the Finance Documents or otherwise involved in or resulting from the Compensation Account Restricted Cash Release Waiver STID Proposal, this Extraordinary Resolution, the Waiver Letter, or their implementation and/or the waivers and modifications to the Bonds, the Finance Documents or otherwise (in each case, in accordance with the terms of the Compensation Account Restricted Cash Release Waiver STID Proposal and the Waiver Letter) or their implementation;

(6)        approves that the Bond Trustee be and is hereby authorised and instructed not to obtain any legal opinions in relation to, or to enquire into the power and the capacity of any person to enter into the Waiver Letter or any other waivers to the Finance Documents of the due execution and delivery thereof by any party thereto or the validity and enforceability thereof; and

(7)        acknowledges that the approval of the Compensation Account Restricted Cash Release Waiver STID Proposal is not conditional on the approval of the other STID Proposals.

Unless the context otherwise requires, capitalised terms used in this Extraordinary Resolution shall bear the meanings given to them in the Bond Trust Deed or, as applicable, the Solicitation Memorandum prepared by the Issuer and dated 25 October 2024 (the "Solicitation Memorandum")".

 

EXTRAORDINARY RESOLUTION IN RESPECT OF THE SEPTEMBER INTERIM ACCOUNTS WAIVER OF THE £40,000,000 Class A 2.442 per cent. Guaranteed Unwrapped Bonds due 12 May 2050

 

"THAT THIS MEETING (the "Meeting") of the holders of £40,000,000 Class A 2.442 per cent. Guaranteed Unwrapped Bonds due 12 May 2050 (the "Bondholders") guaranteed by Thames Water Utilities Holdings Limited and Thames Water Utilities Limited (each a "Guarantor" and together, the "Guarantors"), issued by Thames Water Utilities Finance plc (the "Issuer") and constituted by a trust deed originally dated 30 August 2007, as amended and restated or supplemented from time to time (the "Bond Trust Deed"), between, amongst others, the Issuer and Deutsche Trustee Company Limited (the "Bond Trustee"), by Extraordinary Resolution (as defined in the Bond Trust Deed) HEREBY:

(1)        sanctions and approves the STID Proposal in respect of the September Interim Accounts Waiver from TWUL dated 25 October 2024 to which this Extraordinary Resolution relates (the "September Interim Accounts Waiver STID Proposal") and the Waiver Letter (as defined in the STID Proposal) insofar as it relates to the September Interim Accounts Waiver STID Proposal, which is defined and described in the Solicitation Memorandum (as defined below);

(2)        assents to and authorises, directs, requests and empowers the Bond Trustee to (i) vote in favour of the September Interim Accounts Waiver STID Proposal, (ii) to direct the Security Trustee to execute the Waiver Letter insofar as it relates to the September Interim Accounts Waiver STID Proposal, and (iii) take all other actions including executing any other documents necessary, desirable or expedient to implement the September Interim Accounts Waiver STID Proposal and the waiver proposed in such STID Proposal;

(3)        waives any claim Bondholders may have against the Bond Trustee or Security Trustee as a result of any liability they may suffer or incur as a result of acting upon this Extraordinary Resolution and its implementation (including but not limited to circumstances where it is subsequently found that this Extraordinary Resolution is not valid or binding);

(4)        holds harmless, discharges and exonerates and (to the extent permitted or not restricted under the laws and regulations applicable to it) indemnifies the Bond Trustee and the Security Trustee from and against all liability for which it may have become or may become liable as a result of acting in accordance with this Extraordinary Resolution under the Bonds, the Finance Documents or otherwise in respect of any act or omission, including, without limitation, in connection with this Extraordinary Resolution or its implementation, such waivers or modifications in the Waiver Letter or the implementation thereof;

(5)        sanctions and assents to every abrogation, amendment, modification, compromise or arrangement in respect of the rights of the Bondholders against the Issuer or the relevant Guarantors or against any of their property whether such rights shall arise under the Bonds, the Finance Documents or otherwise involved in or resulting from the September Interim Accounts Waiver STID Proposal, this Extraordinary Resolution, the Waiver Letter, or their implementation and/or the waivers and modifications to the Bonds, the Finance Documents or otherwise (in each case, in accordance with the terms of the September Interim Accounts Waiver STID Proposal and the Waiver Letter) or their implementation;

(6)        approves that the Bond Trustee be and is hereby authorised and instructed not to obtain any legal opinions in relation to, or to enquire into the power and the capacity of any person to enter into the Waiver Letter or any other waivers to the Finance Documents of the due execution and delivery thereof by any party thereto or the validity and enforceability thereof; and

(7)        acknowledges that the approval of the September Interim Accounts Waiver STID Proposal is not conditional on the approval of the other STID Proposals.

Unless the context otherwise requires, capitalised terms used in this Extraordinary Resolution shall bear the meanings given to them in the Bond Trust Deed or, as applicable, the Solicitation Memorandum prepared by the Issuer and dated 25 October 2024 (the "Solicitation Memorandum")".

 

EXTRAORDINARY RESOLUTION IN RESPECT OF THE INTERIM RP LAUNCH WAIVER OF THE £300,000,000 1.6802 per cent. Guaranteed RPI-Linked Notes due 11 July 2053

 

"THAT THIS MEETING (the "Meeting") of the holders of £300,000,000 1.6802 per cent. Guaranteed RPI-Linked Notes due 11 July 2053 (the "Bondholders") guaranteed by Thames Water Utilities Holdings Limited and Thames Water Utilities Limited (each a "Guarantor" and together, the "Guarantors"), issued by Thames Water Utilities Finance plc (the "Issuer") and constituted by a trust deed originally dated 30 August 2007, as amended and restated or supplemented from time to time (the "Bond Trust Deed"), between, amongst others, the Issuer and Deutsche Trustee Company Limited (the "Bond Trustee"), by Extraordinary Resolution (as defined in the Bond Trust Deed) HEREBY:

(1)        sanctions and approves the STID Proposal in respect of the Interim RP Launch Waiver from TWUL dated 25 October 2024 to which this Extraordinary Resolution relates (the "Interim RP Launch Waiver STID Proposal") and the Waiver Letter (as defined in the STID Proposal) insofar as it relates to the Interim RP Launch Waiver STID Proposal, which is defined and described in the Solicitation Memorandum (as defined below);

(2)        assents to and authorises, directs, requests and empowers the Bond Trustee to (i) vote in favour of the Interim RP Launch Waiver STID Proposal, (ii) to direct the Security Trustee to execute the Waiver Letter insofar as it relates to the Interim RP Launch Waiver STID Proposal, and (iii) take all other actions including executing any other documents necessary, desirable or expedient to implement the Interim RP Launch Waiver STID Proposal and the waiver proposed in such STID Proposal;

(3)        waives any claim Bondholders may have against the Bond Trustee or Security Trustee as a result of any liability they may suffer or incur as a result of acting upon this Extraordinary Resolution and its implementation (including but not limited to circumstances where it is subsequently found that this Extraordinary Resolution is not valid or binding);

(4)        holds harmless, discharges and exonerates and (to the extent permitted or not restricted under the laws and regulations applicable to it) indemnifies the Bond Trustee and the Security Trustee from and against all liability for which it may have become or may become liable as a result of acting in accordance with this Extraordinary Resolution under the Bonds, the Finance Documents or otherwise in respect of any act or omission, including, without limitation, in connection with this Extraordinary Resolution or its implementation, such waivers or modifications in the Waiver Letter or the implementation thereof;

(5)        sanctions and assents to every abrogation, amendment, modification, compromise or arrangement in respect of the rights of the Bondholders against the Issuer or the relevant Guarantors or against any of their property whether such rights shall arise under the Bonds, the Finance Documents or otherwise involved in or resulting from the Interim RP Launch Waiver STID Proposal, this Extraordinary Resolution, the Waiver Letter, or their implementation and/or the waivers and modifications to the Bonds, the Finance Documents or otherwise (in each case, in accordance with the terms of the Interim RP Launch Waiver STID Proposal and the Waiver Letter) or their implementation;

(6)        approves that the Bond Trustee be and is hereby authorised and instructed not to obtain any legal opinions in relation to, or to enquire into the power and the capacity of any person to enter into the Waiver Letter or any other waivers to the Finance Documents of the due execution and delivery thereof by any party thereto or the validity and enforceability thereof; and

(7)        acknowledges that the approval of the Interim RP Launch Waiver STID Proposal is not conditional on the approval of the other STID Proposals.

Unless the context otherwise requires, capitalised terms used in this Extraordinary Resolution shall bear the meanings given to them in the Bond Trust Deed or, as applicable, the Solicitation Memorandum prepared by the Issuer and dated 25 October 2024 (the "Solicitation Memorandum")".

 

EXTRAORDINARY RESOLUTION IN RESPECT OF THE RESERVE ACCOUNT RESTRICTED CASH RELEASE WAIVER OF THE £300,000,000 1.6802 per cent. Guaranteed RPI-Linked Notes due 11 July 2053

 

"THAT THIS MEETING (the "Meeting") of the holders of £300,000,000 1.6802 per cent. Guaranteed RPI-Linked Notes due 11 July 2053 (the "Bondholders") guaranteed by Thames Water Utilities Holdings Limited and Thames Water Utilities Limited (each a "Guarantor" and together, the "Guarantors"), issued by Thames Water Utilities Finance plc (the "Issuer") and constituted by a trust deed originally dated 30 August 2007, as amended and restated or supplemented from time to time (the "Bond Trust Deed"), between, amongst others, the Issuer and Deutsche Trustee Company Limited (the "Bond Trustee"), by Extraordinary Resolution (as defined in the Bond Trust Deed) HEREBY:

(1)        sanctions and approves the STID Proposal in respect of the Reserve Account Restricted Cash Release Waiver from TWUL dated 25 October 2024 to which this Extraordinary Resolution relates (the "Reserve Account Restricted Cash Release Waiver STID Proposal") and the Waiver Letter (as defined in the STID Proposal) insofar as it relates to the Reserve Account Restricted Cash Release Waiver STID Proposal, which is defined and described in the Solicitation Memorandum (as defined below);

(2)        assents to and authorises, directs, requests and empowers the Bond Trustee to (i) vote in favour of the Reserve Account Restricted Cash Release Waiver STID Proposal, (ii) to direct the Security Trustee to execute the Waiver Letter insofar as it relates to the Reserve Account Restricted Cash Release Waiver STID Proposal, and (iii) take all other actions including executing any other documents necessary, desirable or expedient to implement the Reserve Account Restricted Cash Release Waiver STID Proposal and the waiver proposed in such STID Proposal;

(3)        waives any claim Bondholders may have against the Bond Trustee or Security Trustee as a result of any liability they may suffer or incur as a result of acting upon this Extraordinary Resolution and its implementation (including but not limited to circumstances where it is subsequently found that this Extraordinary Resolution is not valid or binding);

(4)        holds harmless, discharges and exonerates and (to the extent permitted or not restricted under the laws and regulations applicable to it) indemnifies the Bond Trustee and the Security Trustee from and against all liability for which it may have become or may become liable as a result of acting in accordance with this Extraordinary Resolution under the Bonds, the Finance Documents or otherwise in respect of any act or omission, including, without limitation, in connection with this Extraordinary Resolution or its implementation, such waivers or modifications in the Waiver Letter or the implementation thereof;

(5)        sanctions and assents to every abrogation, amendment, modification, compromise or arrangement in respect of the rights of the Bondholders against the Issuer or the relevant Guarantors or against any of their property whether such rights shall arise under the Bonds, the Finance Documents or otherwise involved in or resulting from the Reserve Account Restricted Cash Release Waiver STID Proposal, this Extraordinary Resolution, the Waiver Letter, or their implementation and/or the waivers and modifications to the Bonds, the Finance Documents or otherwise (in each case, in accordance with the terms of the Reserve Account Restricted Cash Release Waiver STID Proposal and the Waiver Letter) or their implementation;

(6)        approves that the Bond Trustee be and is hereby authorised and instructed not to obtain any legal opinions in relation to, or to enquire into the power and the capacity of any person to enter into the Waiver Letter or any other waivers to the Finance Documents of the due execution and delivery thereof by any party thereto or the validity and enforceability thereof; and

(7)        acknowledges that the approval of the Reserve Account Restricted Cash Release Waiver STID Proposal is not conditional on the approval of the other STID Proposals.

Unless the context otherwise requires, capitalised terms used in this Extraordinary Resolution shall bear the meanings given to them in the Bond Trust Deed or, as applicable, the Solicitation Memorandum prepared by the Issuer and dated 25 October 2024 (the "Solicitation Memorandum")".

 

EXTRAORDINARY RESOLUTION IN RESPECT OF THE COMPENSATION ACCOUNT RESTRICTED CASH RELEASE WAIVER OF THE £300,000,000 1.6802 per cent. Guaranteed RPI-Linked Notes due 11 July 2053

 

"THAT THIS MEETING (the "Meeting") of the holders of £300,000,000 1.6802 per cent. Guaranteed RPI-Linked Notes due 11 July 2053 (the "Bondholders") guaranteed by Thames Water Utilities Holdings Limited and Thames Water Utilities Limited (each a "Guarantor" and together, the "Guarantors"), issued by Thames Water Utilities Finance plc (the "Issuer") and constituted by a trust deed originally dated 30 August 2007, as amended and restated or supplemented from time to time (the "Bond Trust Deed"), between, amongst others, the Issuer and Deutsche Trustee Company Limited (the "Bond Trustee"), by Extraordinary Resolution (as defined in the Bond Trust Deed) HEREBY:

(1)        sanctions and approves the STID Proposal in respect of the Compensation Account Restricted Cash Release Waiver from TWUL dated 25 October 2024 to which this Extraordinary Resolution relates (the "Compensation Account Restricted Cash Release Waiver STID Proposal") and the Waiver Letter (as defined in the STID Proposal) insofar as it relates to the Compensation Account Restricted Cash Release Waiver STID Proposal, which is defined and described in the Solicitation Memorandum (as defined below);

(2)        assents to and authorises, directs, requests and empowers the Bond Trustee to (i) vote in favour of the Compensation Account Restricted Cash Release Waiver STID Proposal, (ii) to direct the Security Trustee to execute the Waiver Letter insofar as it relates to the Compensation Account Restricted Cash Release Waiver STID Proposal, and (iii) take all other actions including executing any other documents necessary, desirable or expedient to implement the Compensation Account Restricted Cash Release Waiver STID Proposal and the waiver proposed in such STID Proposal;

(3)        waives any claim Bondholders may have against the Bond Trustee or Security Trustee as a result of any liability they may suffer or incur as a result of acting upon this Extraordinary Resolution and its implementation (including but not limited to circumstances where it is subsequently found that this Extraordinary Resolution is not valid or binding);

(4)        holds harmless, discharges and exonerates and (to the extent permitted or not restricted under the laws and regulations applicable to it) indemnifies the Bond Trustee and the Security Trustee from and against all liability for which it may have become or may become liable as a result of acting in accordance with this Extraordinary Resolution under the Bonds, the Finance Documents or otherwise in respect of any act or omission, including, without limitation, in connection with this Extraordinary Resolution or its implementation, such waivers or modifications in the Waiver Letter or the implementation thereof;

(5)        sanctions and assents to every abrogation, amendment, modification, compromise or arrangement in respect of the rights of the Bondholders against the Issuer or the relevant Guarantors or against any of their property whether such rights shall arise under the Bonds, the Finance Documents or otherwise involved in or resulting from the Compensation Account Restricted Cash Release Waiver STID Proposal, this Extraordinary Resolution, the Waiver Letter, or their implementation and/or the waivers and modifications to the Bonds, the Finance Documents or otherwise (in each case, in accordance with the terms of the Compensation Account Restricted Cash Release Waiver STID Proposal and the Waiver Letter) or their implementation;

(6)        approves that the Bond Trustee be and is hereby authorised and instructed not to obtain any legal opinions in relation to, or to enquire into the power and the capacity of any person to enter into the Waiver Letter or any other waivers to the Finance Documents of the due execution and delivery thereof by any party thereto or the validity and enforceability thereof; and

(7)        acknowledges that the approval of the Compensation Account Restricted Cash Release Waiver STID Proposal is not conditional on the approval of the other STID Proposals.

Unless the context otherwise requires, capitalised terms used in this Extraordinary Resolution shall bear the meanings given to them in the Bond Trust Deed or, as applicable, the Solicitation Memorandum prepared by the Issuer and dated 25 October 2024 (the "Solicitation Memorandum")".

 

EXTRAORDINARY RESOLUTION IN RESPECT OF THE SEPTEMBER INTERIM ACCOUNTS WAIVER OF THE £300,000,000 1.6802 per cent. Guaranteed RPI-Linked Notes due 11 July 2053

 

"THAT THIS MEETING (the "Meeting") of the holders of £300,000,000 1.6802 per cent. Guaranteed RPI-Linked Notes due 11 July 2053 (the "Bondholders") guaranteed by Thames Water Utilities Holdings Limited and Thames Water Utilities Limited (each a "Guarantor" and together, the "Guarantors"), issued by Thames Water Utilities Finance plc (the "Issuer") and constituted by a trust deed originally dated 30 August 2007, as amended and restated or supplemented from time to time (the "Bond Trust Deed"), between, amongst others, the Issuer and Deutsche Trustee Company Limited (the "Bond Trustee"), by Extraordinary Resolution (as defined in the Bond Trust Deed) HEREBY:

(1)        sanctions and approves the STID Proposal in respect of the September Interim Accounts Waiver from TWUL dated 25 October 2024 to which this Extraordinary Resolution relates (the "September Interim Accounts Waiver STID Proposal") and the Waiver Letter (as defined in the STID Proposal) insofar as it relates to the September Interim Accounts Waiver STID Proposal, which is defined and described in the Solicitation Memorandum (as defined below);

(2)        assents to and authorises, directs, requests and empowers the Bond Trustee to (i) vote in favour of the September Interim Accounts Waiver STID Proposal, (ii) to direct the Security Trustee to execute the Waiver Letter insofar as it relates to the September Interim Accounts Waiver STID Proposal, and (iii) take all other actions including executing any other documents necessary, desirable or expedient to implement the September Interim Accounts Waiver STID Proposal and the waiver proposed in such STID Proposal;

(3)        waives any claim Bondholders may have against the Bond Trustee or Security Trustee as a result of any liability they may suffer or incur as a result of acting upon this Extraordinary Resolution and its implementation (including but not limited to circumstances where it is subsequently found that this Extraordinary Resolution is not valid or binding);

(4)        holds harmless, discharges and exonerates and (to the extent permitted or not restricted under the laws and regulations applicable to it) indemnifies the Bond Trustee and the Security Trustee from and against all liability for which it may have become or may become liable as a result of acting in accordance with this Extraordinary Resolution under the Bonds, the Finance Documents or otherwise in respect of any act or omission, including, without limitation, in connection with this Extraordinary Resolution or its implementation, such waivers or modifications in the Waiver Letter or the implementation thereof;

(5)        sanctions and assents to every abrogation, amendment, modification, compromise or arrangement in respect of the rights of the Bondholders against the Issuer or the relevant Guarantors or against any of their property whether such rights shall arise under the Bonds, the Finance Documents or otherwise involved in or resulting from the September Interim Accounts Waiver STID Proposal, this Extraordinary Resolution, the Waiver Letter, or their implementation and/or the waivers and modifications to the Bonds, the Finance Documents or otherwise (in each case, in accordance with the terms of the September Interim Accounts Waiver STID Proposal and the Waiver Letter) or their implementation;

(6)        approves that the Bond Trustee be and is hereby authorised and instructed not to obtain any legal opinions in relation to, or to enquire into the power and the capacity of any person to enter into the Waiver Letter or any other waivers to the Finance Documents of the due execution and delivery thereof by any party thereto or the validity and enforceability thereof; and

(7)        acknowledges that the approval of the September Interim Accounts Waiver STID Proposal is not conditional on the approval of the other STID Proposals.

Unless the context otherwise requires, capitalised terms used in this Extraordinary Resolution shall bear the meanings given to them in the Bond Trust Deed or, as applicable, the Solicitation Memorandum prepared by the Issuer and dated 25 October 2024 (the "Solicitation Memorandum")".

 

EXTRAORDINARY RESOLUTION IN RESPECT OF THE INTERIM RP LAUNCH WAIVER OF THE £300,000,000 1.681 per cent. Guaranteed RPI-Linked Notes due 11 July 2055

 

"THAT THIS MEETING (the "Meeting") of the holders of £300,000,000 1.681 per cent. Guaranteed RPI-Linked Notes due 11 July 2055 (the "Bondholders") guaranteed by Thames Water Utilities Holdings Limited and Thames Water Utilities Limited (each a "Guarantor" and together, the "Guarantors"), issued by Thames Water Utilities Finance plc (the "Issuer") and constituted by a trust deed originally dated 30 August 2007, as amended and restated or supplemented from time to time (the "Bond Trust Deed"), between, amongst others, the Issuer and Deutsche Trustee Company Limited (the "Bond Trustee"), by Extraordinary Resolution (as defined in the Bond Trust Deed) HEREBY:

(1)        sanctions and approves the STID Proposal in respect of the Interim RP Launch Waiver from TWUL dated 25 October 2024 to which this Extraordinary Resolution relates (the "Interim RP Launch Waiver STID Proposal") and the Waiver Letter (as defined in the STID Proposal) insofar as it relates to the Interim RP Launch Waiver STID Proposal, which is defined and described in the Solicitation Memorandum (as defined below);

(2)        assents to and authorises, directs, requests and empowers the Bond Trustee to (i) vote in favour of the Interim RP Launch Waiver STID Proposal, (ii) to direct the Security Trustee to execute the Waiver Letter insofar as it relates to the Interim RP Launch Waiver STID Proposal, and (iii) take all other actions including executing any other documents necessary, desirable or expedient to implement the Interim RP Launch Waiver STID Proposal and the waiver proposed in such STID Proposal;

(3)        waives any claim Bondholders may have against the Bond Trustee or Security Trustee as a result of any liability they may suffer or incur as a result of acting upon this Extraordinary Resolution and its implementation (including but not limited to circumstances where it is subsequently found that this Extraordinary Resolution is not valid or binding);

(4)        holds harmless, discharges and exonerates and (to the extent permitted or not restricted under the laws and regulations applicable to it) indemnifies the Bond Trustee and the Security Trustee from and against all liability for which it may have become or may become liable as a result of acting in accordance with this Extraordinary Resolution under the Bonds, the Finance Documents or otherwise in respect of any act or omission, including, without limitation, in connection with this Extraordinary Resolution or its implementation, such waivers or modifications in the Waiver Letter or the implementation thereof;

(5)        sanctions and assents to every abrogation, amendment, modification, compromise or arrangement in respect of the rights of the Bondholders against the Issuer or the relevant Guarantors or against any of their property whether such rights shall arise under the Bonds, the Finance Documents or otherwise involved in or resulting from the Interim RP Launch Waiver STID Proposal, this Extraordinary Resolution, the Waiver Letter, or their implementation and/or the waivers and modifications to the Bonds, the Finance Documents or otherwise (in each case, in accordance with the terms of the Interim RP Launch Waiver STID Proposal and the Waiver Letter) or their implementation;

(6)        approves that the Bond Trustee be and is hereby authorised and instructed not to obtain any legal opinions in relation to, or to enquire into the power and the capacity of any person to enter into the Waiver Letter or any other waivers to the Finance Documents of the due execution and delivery thereof by any party thereto or the validity and enforceability thereof; and

(7)        acknowledges that the approval of the Interim RP Launch Waiver STID Proposal is not conditional on the approval of the other STID Proposals.

Unless the context otherwise requires, capitalised terms used in this Extraordinary Resolution shall bear the meanings given to them in the Bond Trust Deed or, as applicable, the Solicitation Memorandum prepared by the Issuer and dated 25 October 2024 (the "Solicitation Memorandum")".

 

EXTRAORDINARY RESOLUTION IN RESPECT OF THE RESERVE ACCOUNT RESTRICTED CASH RELEASE WAIVER OF THE £300,000,000 1.681 per cent. Guaranteed RPI-Linked Notes due 11 July 2055

 

"THAT THIS MEETING (the "Meeting") of the holders of £300,000,000 1.681 per cent. Guaranteed RPI-Linked Notes due 11 July 2055 (the "Bondholders") guaranteed by Thames Water Utilities Holdings Limited and Thames Water Utilities Limited (each a "Guarantor" and together, the "Guarantors"), issued by Thames Water Utilities Finance plc (the "Issuer") and constituted by a trust deed originally dated 30 August 2007, as amended and restated or supplemented from time to time (the "Bond Trust Deed"), between, amongst others, the Issuer and Deutsche Trustee Company Limited (the "Bond Trustee"), by Extraordinary Resolution (as defined in the Bond Trust Deed) HEREBY:

(1)        sanctions and approves the STID Proposal in respect of the Reserve Account Restricted Cash Release Waiver from TWUL dated 25 October 2024 to which this Extraordinary Resolution relates (the "Reserve Account Restricted Cash Release Waiver STID Proposal") and the Waiver Letter (as defined in the STID Proposal) insofar as it relates to the Reserve Account Restricted Cash Release Waiver STID Proposal, which is defined and described in the Solicitation Memorandum (as defined below);

(2)        assents to and authorises, directs, requests and empowers the Bond Trustee to (i) vote in favour of the Reserve Account Restricted Cash Release Waiver STID Proposal, (ii) to direct the Security Trustee to execute the Waiver Letter insofar as it relates to the Reserve Account Restricted Cash Release Waiver STID Proposal, and (iii) take all other actions including executing any other documents necessary, desirable or expedient to implement the Reserve Account Restricted Cash Release Waiver STID Proposal and the waiver proposed in such STID Proposal;

(3)        waives any claim Bondholders may have against the Bond Trustee or Security Trustee as a result of any liability they may suffer or incur as a result of acting upon this Extraordinary Resolution and its implementation (including but not limited to circumstances where it is subsequently found that this Extraordinary Resolution is not valid or binding);

(4)        holds harmless, discharges and exonerates and (to the extent permitted or not restricted under the laws and regulations applicable to it) indemnifies the Bond Trustee and the Security Trustee from and against all liability for which it may have become or may become liable as a result of acting in accordance with this Extraordinary Resolution under the Bonds, the Finance Documents or otherwise in respect of any act or omission, including, without limitation, in connection with this Extraordinary Resolution or its implementation, such waivers or modifications in the Waiver Letter or the implementation thereof;

(5)        sanctions and assents to every abrogation, amendment, modification, compromise or arrangement in respect of the rights of the Bondholders against the Issuer or the relevant Guarantors or against any of their property whether such rights shall arise under the Bonds, the Finance Documents or otherwise involved in or resulting from the Reserve Account Restricted Cash Release Waiver STID Proposal, this Extraordinary Resolution, the Waiver Letter, or their implementation and/or the waivers and modifications to the Bonds, the Finance Documents or otherwise (in each case, in accordance with the terms of the Reserve Account Restricted Cash Release Waiver STID Proposal and the Waiver Letter) or their implementation;

(6)        approves that the Bond Trustee be and is hereby authorised and instructed not to obtain any legal opinions in relation to, or to enquire into the power and the capacity of any person to enter into the Waiver Letter or any other waivers to the Finance Documents of the due execution and delivery thereof by any party thereto or the validity and enforceability thereof; and

(7)        acknowledges that the approval of the Reserve Account Restricted Cash Release Waiver STID Proposal is not conditional on the approval of the other STID Proposals.

Unless the context otherwise requires, capitalised terms used in this Extraordinary Resolution shall bear the meanings given to them in the Bond Trust Deed or, as applicable, the Solicitation Memorandum prepared by the Issuer and dated 25 October 2024 (the "Solicitation Memorandum")".

 

EXTRAORDINARY RESOLUTION IN RESPECT OF THE COMPENSATION ACCOUNT RESTRICTED CASH RELEASE WAIVER OF THE £300,000,000 1.681 per cent. Guaranteed RPI-Linked Notes due 11 July 2055

 

"THAT THIS MEETING (the "Meeting") of the holders of £300,000,000 1.681 per cent. Guaranteed RPI-Linked Notes due 11 July 2055 (the "Bondholders") guaranteed by Thames Water Utilities Holdings Limited and Thames Water Utilities Limited (each a "Guarantor" and together, the "Guarantors"), issued by Thames Water Utilities Finance plc (the "Issuer") and constituted by a trust deed originally dated 30 August 2007, as amended and restated or supplemented from time to time (the "Bond Trust Deed"), between, amongst others, the Issuer and Deutsche Trustee Company Limited (the "Bond Trustee"), by Extraordinary Resolution (as defined in the Bond Trust Deed) HEREBY:

(1)        sanctions and approves the STID Proposal in respect of the Compensation Account Restricted Cash Release Waiver from TWUL dated 25 October 2024 to which this Extraordinary Resolution relates (the "Compensation Account Restricted Cash Release Waiver STID Proposal") and the Waiver Letter (as defined in the STID Proposal) insofar as it relates to the Compensation Account Restricted Cash Release Waiver STID Proposal, which is defined and described in the Solicitation Memorandum (as defined below);

(2)        assents to and authorises, directs, requests and empowers the Bond Trustee to (i) vote in favour of the Compensation Account Restricted Cash Release Waiver STID Proposal, (ii) to direct the Security Trustee to execute the Waiver Letter insofar as it relates to the Compensation Account Restricted Cash Release Waiver STID Proposal, and (iii) take all other actions including executing any other documents necessary, desirable or expedient to implement the Compensation Account Restricted Cash Release Waiver STID Proposal and the waiver proposed in such STID Proposal;

(3)        waives any claim Bondholders may have against the Bond Trustee or Security Trustee as a result of any liability they may suffer or incur as a result of acting upon this Extraordinary Resolution and its implementation (including but not limited to circumstances where it is subsequently found that this Extraordinary Resolution is not valid or binding);

(4)        holds harmless, discharges and exonerates and (to the extent permitted or not restricted under the laws and regulations applicable to it) indemnifies the Bond Trustee and the Security Trustee from and against all liability for which it may have become or may become liable as a result of acting in accordance with this Extraordinary Resolution under the Bonds, the Finance Documents or otherwise in respect of any act or omission, including, without limitation, in connection with this Extraordinary Resolution or its implementation, such waivers or modifications in the Waiver Letter or the implementation thereof;

(5)        sanctions and assents to every abrogation, amendment, modification, compromise or arrangement in respect of the rights of the Bondholders against the Issuer or the relevant Guarantors or against any of their property whether such rights shall arise under the Bonds, the Finance Documents or otherwise involved in or resulting from the Compensation Account Restricted Cash Release Waiver STID Proposal, this Extraordinary Resolution, the Waiver Letter, or their implementation and/or the waivers and modifications to the Bonds, the Finance Documents or otherwise (in each case, in accordance with the terms of the Compensation Account Restricted Cash Release Waiver STID Proposal and the Waiver Letter) or their implementation;

(6)        approves that the Bond Trustee be and is hereby authorised and instructed not to obtain any legal opinions in relation to, or to enquire into the power and the capacity of any person to enter into the Waiver Letter or any other waivers to the Finance Documents of the due execution and delivery thereof by any party thereto or the validity and enforceability thereof; and

(7)        acknowledges that the approval of the Compensation Account Restricted Cash Release Waiver STID Proposal is not conditional on the approval of the other STID Proposals.

Unless the context otherwise requires, capitalised terms used in this Extraordinary Resolution shall bear the meanings given to them in the Bond Trust Deed or, as applicable, the Solicitation Memorandum prepared by the Issuer and dated 25 October 2024 (the "Solicitation Memorandum")".

 

EXTRAORDINARY RESOLUTION IN RESPECT OF THE SEPTEMBER INTERIM ACCOUNTS WAIVER OF THE £300,000,000 1.681 per cent. Guaranteed RPI-Linked Notes due 11 July 2055

 

"THAT THIS MEETING (the "Meeting") of the holders of £300,000,000 1.681 per cent. Guaranteed RPI-Linked Notes due 11 July 2055 (the "Bondholders") guaranteed by Thames Water Utilities Holdings Limited and Thames Water Utilities Limited (each a "Guarantor" and together, the "Guarantors"), issued by Thames Water Utilities Finance plc (the "Issuer") and constituted by a trust deed originally dated 30 August 2007, as amended and restated or supplemented from time to time (the "Bond Trust Deed"), between, amongst others, the Issuer and Deutsche Trustee Company Limited (the "Bond Trustee"), by Extraordinary Resolution (as defined in the Bond Trust Deed) HEREBY:

(1)        sanctions and approves the STID Proposal in respect of the September Interim Accounts Waiver from TWUL dated 25 October 2024 to which this Extraordinary Resolution relates (the "September Interim Accounts Waiver STID Proposal") and the Waiver Letter (as defined in the STID Proposal) insofar as it relates to the September Interim Accounts Waiver STID Proposal, which is defined and described in the Solicitation Memorandum (as defined below);

(2)        assents to and authorises, directs, requests and empowers the Bond Trustee to (i) vote in favour of the September Interim Accounts Waiver STID Proposal, (ii) to direct the Security Trustee to execute the Waiver Letter insofar as it relates to the September Interim Accounts Waiver STID Proposal, and (iii) take all other actions including executing any other documents necessary, desirable or expedient to implement the September Interim Accounts Waiver STID Proposal and the waiver proposed in such STID Proposal;

(3)        waives any claim Bondholders may have against the Bond Trustee or Security Trustee as a result of any liability they may suffer or incur as a result of acting upon this Extraordinary Resolution and its implementation (including but not limited to circumstances where it is subsequently found that this Extraordinary Resolution is not valid or binding);

(4)        holds harmless, discharges and exonerates and (to the extent permitted or not restricted under the laws and regulations applicable to it) indemnifies the Bond Trustee and the Security Trustee from and against all liability for which it may have become or may become liable as a result of acting in accordance with this Extraordinary Resolution under the Bonds, the Finance Documents or otherwise in respect of any act or omission, including, without limitation, in connection with this Extraordinary Resolution or its implementation, such waivers or modifications in the Waiver Letter or the implementation thereof;

(5)        sanctions and assents to every abrogation, amendment, modification, compromise or arrangement in respect of the rights of the Bondholders against the Issuer or the relevant Guarantors or against any of their property whether such rights shall arise under the Bonds, the Finance Documents or otherwise involved in or resulting from the September Interim Accounts Waiver STID Proposal, this Extraordinary Resolution, the Waiver Letter, or their implementation and/or the waivers and modifications to the Bonds, the Finance Documents or otherwise (in each case, in accordance with the terms of the September Interim Accounts Waiver STID Proposal and the Waiver Letter) or their implementation;

(6)        approves that the Bond Trustee be and is hereby authorised and instructed not to obtain any legal opinions in relation to, or to enquire into the power and the capacity of any person to enter into the Waiver Letter or any other waivers to the Finance Documents of the due execution and delivery thereof by any party thereto or the validity and enforceability thereof; and

(7)        acknowledges that the approval of the September Interim Accounts Waiver STID Proposal is not conditional on the approval of the other STID Proposals.

Unless the context otherwise requires, capitalised terms used in this Extraordinary Resolution shall bear the meanings given to them in the Bond Trust Deed or, as applicable, the Solicitation Memorandum prepared by the Issuer and dated 25 October 2024 (the "Solicitation Memorandum")".

 

EXTRAORDINARY RESOLUTION IN RESPECT OF THE INTERIM RP LAUNCH WAIVER OF THE £200,000,000 1.771 per cent. Sub-Class A2 Index-Linked Unwrapped Bonds due 28 August 2057

 

"THAT THIS MEETING (the "Meeting") of the holders of £200,000,000 1.771 per cent. Sub-Class A2 Index-Linked Unwrapped Bonds due 28 August 2057 (the "Bondholders") guaranteed by Thames Water Utilities Holdings Limited and Thames Water Utilities Limited (each a "Guarantor" and together, the "Guarantors"), issued by Thames Water Utilities Finance plc (the "Issuer") and constituted by a trust deed originally dated 30 August 2007, as amended and restated or supplemented from time to time (the "Bond Trust Deed"), between, amongst others, the Issuer and Deutsche Trustee Company Limited (the "Bond Trustee"), by Extraordinary Resolution (as defined in the Bond Trust Deed) HEREBY:

(1)        sanctions and approves the STID Proposal in respect of the Interim RP Launch Waiver from TWUL dated 25 October 2024 to which this Extraordinary Resolution relates (the "Interim RP Launch Waiver STID Proposal") and the Waiver Letter (as defined in the STID Proposal) insofar as it relates to the Interim RP Launch Waiver STID Proposal, which is defined and described in the Solicitation Memorandum (as defined below);

(2)        assents to and authorises, directs, requests and empowers the Bond Trustee to (i) vote in favour of the Interim RP Launch Waiver STID Proposal, (ii) to direct the Security Trustee to execute the Waiver Letter insofar as it relates to the Interim RP Launch Waiver STID Proposal, and (iii) take all other actions including executing any other documents necessary, desirable or expedient to implement the Interim RP Launch Waiver STID Proposal and the waiver proposed in such STID Proposal;

(3)        waives any claim Bondholders may have against the Bond Trustee or Security Trustee as a result of any liability they may suffer or incur as a result of acting upon this Extraordinary Resolution and its implementation (including but not limited to circumstances where it is subsequently found that this Extraordinary Resolution is not valid or binding);

(4)        holds harmless, discharges and exonerates and (to the extent permitted or not restricted under the laws and regulations applicable to it) indemnifies the Bond Trustee and the Security Trustee from and against all liability for which it may have become or may become liable as a result of acting in accordance with this Extraordinary Resolution under the Bonds, the Finance Documents or otherwise in respect of any act or omission, including, without limitation, in connection with this Extraordinary Resolution or its implementation, such waivers or modifications in the Waiver Letter or the implementation thereof;

(5)        sanctions and assents to every abrogation, amendment, modification, compromise or arrangement in respect of the rights of the Bondholders against the Issuer or the relevant Guarantors or against any of their property whether such rights shall arise under the Bonds, the Finance Documents or otherwise involved in or resulting from the Interim RP Launch Waiver STID Proposal, this Extraordinary Resolution, the Waiver Letter, or their implementation and/or the waivers and modifications to the Bonds, the Finance Documents or otherwise (in each case, in accordance with the terms of the Interim RP Launch Waiver STID Proposal and the Waiver Letter) or their implementation;

(6)        approves that the Bond Trustee be and is hereby authorised and instructed not to obtain any legal opinions in relation to, or to enquire into the power and the capacity of any person to enter into the Waiver Letter or any other waivers to the Finance Documents of the due execution and delivery thereof by any party thereto or the validity and enforceability thereof; and

(7)        acknowledges that the approval of the Interim RP Launch Waiver STID Proposal is not conditional on the approval of the other STID Proposals.

Unless the context otherwise requires, capitalised terms used in this Extraordinary Resolution shall bear the meanings given to them in the Bond Trust Deed or, as applicable, the Solicitation Memorandum prepared by the Issuer and dated 25 October 2024 (the "Solicitation Memorandum")".

 

EXTRAORDINARY RESOLUTION IN RESPECT OF THE RESERVE ACCOUNT RESTRICTED CASH RELEASE WAIVER OF THE £200,000,000 1.771 per cent. Sub-Class A2 Index-Linked Unwrapped Bonds due 28 August 2057

 

"THAT THIS MEETING (the "Meeting") of the holders of £200,000,000 1.771 per cent. Sub-Class A2 Index-Linked Unwrapped Bonds due 28 August 2057 (the "Bondholders") guaranteed by Thames Water Utilities Holdings Limited and Thames Water Utilities Limited (each a "Guarantor" and together, the "Guarantors"), issued by Thames Water Utilities Finance plc (the "Issuer") and constituted by a trust deed originally dated 30 August 2007, as amended and restated or supplemented from time to time (the "Bond Trust Deed"), between, amongst others, the Issuer and Deutsche Trustee Company Limited (the "Bond Trustee"), by Extraordinary Resolution (as defined in the Bond Trust Deed) HEREBY:

(1)        sanctions and approves the STID Proposal in respect of the Reserve Account Restricted Cash Release Waiver from TWUL dated 25 October 2024 to which this Extraordinary Resolution relates (the "Reserve Account Restricted Cash Release Waiver STID Proposal") and the Waiver Letter (as defined in the STID Proposal) insofar as it relates to the Reserve Account Restricted Cash Release Waiver STID Proposal, which is defined and described in the Solicitation Memorandum (as defined below);

(2)        assents to and authorises, directs, requests and empowers the Bond Trustee to (i) vote in favour of the Reserve Account Restricted Cash Release Waiver STID Proposal, (ii) to direct the Security Trustee to execute the Waiver Letter insofar as it relates to the Reserve Account Restricted Cash Release Waiver STID Proposal, and (iii) take all other actions including executing any other documents necessary, desirable or expedient to implement the Reserve Account Restricted Cash Release Waiver STID Proposal and the waiver proposed in such STID Proposal;

(3)        waives any claim Bondholders may have against the Bond Trustee or Security Trustee as a result of any liability they may suffer or incur as a result of acting upon this Extraordinary Resolution and its implementation (including but not limited to circumstances where it is subsequently found that this Extraordinary Resolution is not valid or binding);

(4)        holds harmless, discharges and exonerates and (to the extent permitted or not restricted under the laws and regulations applicable to it) indemnifies the Bond Trustee and the Security Trustee from and against all liability for which it may have become or may become liable as a result of acting in accordance with this Extraordinary Resolution under the Bonds, the Finance Documents or otherwise in respect of any act or omission, including, without limitation, in connection with this Extraordinary Resolution or its implementation, such waivers or modifications in the Waiver Letter or the implementation thereof;

(5)        sanctions and assents to every abrogation, amendment, modification, compromise or arrangement in respect of the rights of the Bondholders against the Issuer or the relevant Guarantors or against any of their property whether such rights shall arise under the Bonds, the Finance Documents or otherwise involved in or resulting from the Reserve Account Restricted Cash Release Waiver STID Proposal, this Extraordinary Resolution, the Waiver Letter, or their implementation and/or the waivers and modifications to the Bonds, the Finance Documents or otherwise (in each case, in accordance with the terms of the Reserve Account Restricted Cash Release Waiver STID Proposal and the Waiver Letter) or their implementation;

(6)        approves that the Bond Trustee be and is hereby authorised and instructed not to obtain any legal opinions in relation to, or to enquire into the power and the capacity of any person to enter into the Waiver Letter or any other waivers to the Finance Documents of the due execution and delivery thereof by any party thereto or the validity and enforceability thereof; and

(7)        acknowledges that the approval of the Reserve Account Restricted Cash Release Waiver STID Proposal is not conditional on the approval of the other STID Proposals.

Unless the context otherwise requires, capitalised terms used in this Extraordinary Resolution shall bear the meanings given to them in the Bond Trust Deed or, as applicable, the Solicitation Memorandum prepared by the Issuer and dated 25 October 2024 (the "Solicitation Memorandum")".

 

EXTRAORDINARY RESOLUTION IN RESPECT OF THE COMPENSATION ACCOUNT RESTRICTED CASH RELEASE WAIVER OF THE £200,000,000 1.771 per cent. Sub-Class A2 Index-Linked Unwrapped Bonds due 28 August 2057

 

"THAT THIS MEETING (the "Meeting") of the holders of £200,000,000 1.771 per cent. Sub-Class A2 Index-Linked Unwrapped Bonds due 28 August 2057 (the "Bondholders") guaranteed by Thames Water Utilities Holdings Limited and Thames Water Utilities Limited (each a "Guarantor" and together, the "Guarantors"), issued by Thames Water Utilities Finance plc (the "Issuer") and constituted by a trust deed originally dated 30 August 2007, as amended and restated or supplemented from time to time (the "Bond Trust Deed"), between, amongst others, the Issuer and Deutsche Trustee Company Limited (the "Bond Trustee"), by Extraordinary Resolution (as defined in the Bond Trust Deed) HEREBY:

(1)        sanctions and approves the STID Proposal in respect of the Compensation Account Restricted Cash Release Waiver from TWUL dated 25 October 2024 to which this Extraordinary Resolution relates (the "Compensation Account Restricted Cash Release Waiver STID Proposal") and the Waiver Letter (as defined in the STID Proposal) insofar as it relates to the Compensation Account Restricted Cash Release Waiver STID Proposal, which is defined and described in the Solicitation Memorandum (as defined below);

(2)        assents to and authorises, directs, requests and empowers the Bond Trustee to (i) vote in favour of the Compensation Account Restricted Cash Release Waiver STID Proposal, (ii) to direct the Security Trustee to execute the Waiver Letter insofar as it relates to the Compensation Account Restricted Cash Release Waiver STID Proposal, and (iii) take all other actions including executing any other documents necessary, desirable or expedient to implement the Compensation Account Restricted Cash Release Waiver STID Proposal and the waiver proposed in such STID Proposal;

(3)        waives any claim Bondholders may have against the Bond Trustee or Security Trustee as a result of any liability they may suffer or incur as a result of acting upon this Extraordinary Resolution and its implementation (including but not limited to circumstances where it is subsequently found that this Extraordinary Resolution is not valid or binding);

(4)        holds harmless, discharges and exonerates and (to the extent permitted or not restricted under the laws and regulations applicable to it) indemnifies the Bond Trustee and the Security Trustee from and against all liability for which it may have become or may become liable as a result of acting in accordance with this Extraordinary Resolution under the Bonds, the Finance Documents or otherwise in respect of any act or omission, including, without limitation, in connection with this Extraordinary Resolution or its implementation, such waivers or modifications in the Waiver Letter or the implementation thereof;

(5)        sanctions and assents to every abrogation, amendment, modification, compromise or arrangement in respect of the rights of the Bondholders against the Issuer or the relevant Guarantors or against any of their property whether such rights shall arise under the Bonds, the Finance Documents or otherwise involved in or resulting from the Compensation Account Restricted Cash Release Waiver STID Proposal, this Extraordinary Resolution, the Waiver Letter, or their implementation and/or the waivers and modifications to the Bonds, the Finance Documents or otherwise (in each case, in accordance with the terms of the Compensation Account Restricted Cash Release Waiver STID Proposal and the Waiver Letter) or their implementation;

(6)        approves that the Bond Trustee be and is hereby authorised and instructed not to obtain any legal opinions in relation to, or to enquire into the power and the capacity of any person to enter into the Waiver Letter or any other waivers to the Finance Documents of the due execution and delivery thereof by any party thereto or the validity and enforceability thereof; and

(7)        acknowledges that the approval of the Compensation Account Restricted Cash Release Waiver STID Proposal is not conditional on the approval of the other STID Proposals.

Unless the context otherwise requires, capitalised terms used in this Extraordinary Resolution shall bear the meanings given to them in the Bond Trust Deed or, as applicable, the Solicitation Memorandum prepared by the Issuer and dated 25 October 2024 (the "Solicitation Memorandum")".

 

EXTRAORDINARY RESOLUTION IN RESPECT OF THE SEPTEMBER INTERIM ACCOUNTS WAIVER OF THE £200,000,000 1.771 per cent. Sub-Class A2 Index-Linked Unwrapped Bonds due 28 August 2057

 

"THAT THIS MEETING (the "Meeting") of the holders of £200,000,000 1.771 per cent. Sub-Class A2 Index-Linked Unwrapped Bonds due 28 August 2057 (the "Bondholders") guaranteed by Thames Water Utilities Holdings Limited and Thames Water Utilities Limited (each a "Guarantor" and together, the "Guarantors"), issued by Thames Water Utilities Finance plc (the "Issuer") and constituted by a trust deed originally dated 30 August 2007, as amended and restated or supplemented from time to time (the "Bond Trust Deed"), between, amongst others, the Issuer and Deutsche Trustee Company Limited (the "Bond Trustee"), by Extraordinary Resolution (as defined in the Bond Trust Deed) HEREBY:

(1)        sanctions and approves the STID Proposal in respect of the September Interim Accounts Waiver from TWUL dated 25 October 2024 to which this Extraordinary Resolution relates (the "September Interim Accounts Waiver STID Proposal") and the Waiver Letter (as defined in the STID Proposal) insofar as it relates to the September Interim Accounts Waiver STID Proposal, which is defined and described in the Solicitation Memorandum (as defined below);

(2)        assents to and authorises, directs, requests and empowers the Bond Trustee to (i) vote in favour of the September Interim Accounts Waiver STID Proposal, (ii) to direct the Security Trustee to execute the Waiver Letter insofar as it relates to the September Interim Accounts Waiver STID Proposal, and (iii) take all other actions including executing any other documents necessary, desirable or expedient to implement the September Interim Accounts Waiver STID Proposal and the waiver proposed in such STID Proposal;

(3)        waives any claim Bondholders may have against the Bond Trustee or Security Trustee as a result of any liability they may suffer or incur as a result of acting upon this Extraordinary Resolution and its implementation (including but not limited to circumstances where it is subsequently found that this Extraordinary Resolution is not valid or binding);

(4)        holds harmless, discharges and exonerates and (to the extent permitted or not restricted under the laws and regulations applicable to it) indemnifies the Bond Trustee and the Security Trustee from and against all liability for which it may have become or may become liable as a result of acting in accordance with this Extraordinary Resolution under the Bonds, the Finance Documents or otherwise in respect of any act or omission, including, without limitation, in connection with this Extraordinary Resolution or its implementation, such waivers or modifications in the Waiver Letter or the implementation thereof;

(5)        sanctions and assents to every abrogation, amendment, modification, compromise or arrangement in respect of the rights of the Bondholders against the Issuer or the relevant Guarantors or against any of their property whether such rights shall arise under the Bonds, the Finance Documents or otherwise involved in or resulting from the September Interim Accounts Waiver STID Proposal, this Extraordinary Resolution, the Waiver Letter, or their implementation and/or the waivers and modifications to the Bonds, the Finance Documents or otherwise (in each case, in accordance with the terms of the September Interim Accounts Waiver STID Proposal and the Waiver Letter) or their implementation;

(6)        approves that the Bond Trustee be and is hereby authorised and instructed not to obtain any legal opinions in relation to, or to enquire into the power and the capacity of any person to enter into the Waiver Letter or any other waivers to the Finance Documents of the due execution and delivery thereof by any party thereto or the validity and enforceability thereof; and

(7)        acknowledges that the approval of the September Interim Accounts Waiver STID Proposal is not conditional on the approval of the other STID Proposals.

Unless the context otherwise requires, capitalised terms used in this Extraordinary Resolution shall bear the meanings given to them in the Bond Trust Deed or, as applicable, the Solicitation Memorandum prepared by the Issuer and dated 25 October 2024 (the "Solicitation Memorandum")".

 

EXTRAORDINARY RESOLUTION IN RESPECT OF THE INTERIM RP LAUNCH WAIVER OF THE £400,000,000 7.738 per cent. Guaranteed Class A Unwrapped Bonds due 9 April 2058

 

"THAT THIS MEETING (the "Meeting") of the holders of £400,000,000 7.738 per cent. Guaranteed Class A Unwrapped Bonds due 9 April 2058 (the "Bondholders") guaranteed by Thames Water Utilities Holdings Limited and Thames Water Utilities Limited (each a "Guarantor" and together, the "Guarantors"), issued by Thames Water Utilities Finance plc (the "Issuer") and constituted by a trust deed originally dated 30 August 2007, as amended and restated or supplemented from time to time (the "Bond Trust Deed"), between, amongst others, the Issuer and Deutsche Trustee Company Limited (the "Bond Trustee"), by Extraordinary Resolution (as defined in the Bond Trust Deed) HEREBY:

(1)        sanctions and approves the STID Proposal in respect of the Interim RP Launch Waiver from TWUL dated 25 October 2024 to which this Extraordinary Resolution relates (the "Interim RP Launch Waiver STID Proposal") and the Waiver Letter (as defined in the STID Proposal) insofar as it relates to the Interim RP Launch Waiver STID Proposal, which is defined and described in the Solicitation Memorandum (as defined below);

(2)        assents to and authorises, directs, requests and empowers the Bond Trustee to (i) vote in favour of the Interim RP Launch Waiver STID Proposal, (ii) to direct the Security Trustee to execute the Waiver Letter insofar as it relates to the Interim RP Launch Waiver STID Proposal, and (iii) take all other actions including executing any other documents necessary, desirable or expedient to implement the Interim RP Launch Waiver STID Proposal and the waiver proposed in such STID Proposal;

(3)        waives any claim Bondholders may have against the Bond Trustee or Security Trustee as a result of any liability they may suffer or incur as a result of acting upon this Extraordinary Resolution and its implementation (including but not limited to circumstances where it is subsequently found that this Extraordinary Resolution is not valid or binding);

(4)        holds harmless, discharges and exonerates and (to the extent permitted or not restricted under the laws and regulations applicable to it) indemnifies the Bond Trustee and the Security Trustee from and against all liability for which it may have become or may become liable as a result of acting in accordance with this Extraordinary Resolution under the Bonds, the Finance Documents or otherwise in respect of any act or omission, including, without limitation, in connection with this Extraordinary Resolution or its implementation, such waivers or modifications in the Waiver Letter or the implementation thereof;

(5)        sanctions and assents to every abrogation, amendment, modification, compromise or arrangement in respect of the rights of the Bondholders against the Issuer or the relevant Guarantors or against any of their property whether such rights shall arise under the Bonds, the Finance Documents or otherwise involved in or resulting from the Interim RP Launch Waiver STID Proposal, this Extraordinary Resolution, the Waiver Letter, or their implementation and/or the waivers and modifications to the Bonds, the Finance Documents or otherwise (in each case, in accordance with the terms of the Interim RP Launch Waiver STID Proposal and the Waiver Letter) or their implementation;

(6)        approves that the Bond Trustee be and is hereby authorised and instructed not to obtain any legal opinions in relation to, or to enquire into the power and the capacity of any person to enter into the Waiver Letter or any other waivers to the Finance Documents of the due execution and delivery thereof by any party thereto or the validity and enforceability thereof; and

(7)        acknowledges that the approval of the Interim RP Launch Waiver STID Proposal is not conditional on the approval of the other STID Proposals.

Unless the context otherwise requires, capitalised terms used in this Extraordinary Resolution shall bear the meanings given to them in the Bond Trust Deed or, as applicable, the Solicitation Memorandum prepared by the Issuer and dated 25 October 2024 (the "Solicitation Memorandum")".

 

EXTRAORDINARY RESOLUTION IN RESPECT OF THE RESERVE ACCOUNT RESTRICTED CASH RELEASE WAIVER OF THE £400,000,000 7.738 per cent. Guaranteed Class A Unwrapped Bonds due 9 April 2058

 

"THAT THIS MEETING (the "Meeting") of the holders of £400,000,000 7.738 per cent. Guaranteed Class A Unwrapped Bonds due 9 April 2058 (the "Bondholders") guaranteed by Thames Water Utilities Holdings Limited and Thames Water Utilities Limited (each a "Guarantor" and together, the "Guarantors"), issued by Thames Water Utilities Finance plc (the "Issuer") and constituted by a trust deed originally dated 30 August 2007, as amended and restated or supplemented from time to time (the "Bond Trust Deed"), between, amongst others, the Issuer and Deutsche Trustee Company Limited (the "Bond Trustee"), by Extraordinary Resolution (as defined in the Bond Trust Deed) HEREBY:

(1)        sanctions and approves the STID Proposal in respect of the Reserve Account Restricted Cash Release Waiver from TWUL dated 25 October 2024 to which this Extraordinary Resolution relates (the "Reserve Account Restricted Cash Release Waiver STID Proposal") and the Waiver Letter (as defined in the STID Proposal) insofar as it relates to the Reserve Account Restricted Cash Release Waiver STID Proposal, which is defined and described in the Solicitation Memorandum (as defined below);

(2)        assents to and authorises, directs, requests and empowers the Bond Trustee to (i) vote in favour of the Reserve Account Restricted Cash Release Waiver STID Proposal, (ii) to direct the Security Trustee to execute the Waiver Letter insofar as it relates to the Reserve Account Restricted Cash Release Waiver STID Proposal, and (iii) take all other actions including executing any other documents necessary, desirable or expedient to implement the Reserve Account Restricted Cash Release Waiver STID Proposal and the waiver proposed in such STID Proposal;

(3)        waives any claim Bondholders may have against the Bond Trustee or Security Trustee as a result of any liability they may suffer or incur as a result of acting upon this Extraordinary Resolution and its implementation (including but not limited to circumstances where it is subsequently found that this Extraordinary Resolution is not valid or binding);

(4)        holds harmless, discharges and exonerates and (to the extent permitted or not restricted under the laws and regulations applicable to it) indemnifies the Bond Trustee and the Security Trustee from and against all liability for which it may have become or may become liable as a result of acting in accordance with this Extraordinary Resolution under the Bonds, the Finance Documents or otherwise in respect of any act or omission, including, without limitation, in connection with this Extraordinary Resolution or its implementation, such waivers or modifications in the Waiver Letter or the implementation thereof;

(5)        sanctions and assents to every abrogation, amendment, modification, compromise or arrangement in respect of the rights of the Bondholders against the Issuer or the relevant Guarantors or against any of their property whether such rights shall arise under the Bonds, the Finance Documents or otherwise involved in or resulting from the Reserve Account Restricted Cash Release Waiver STID Proposal, this Extraordinary Resolution, the Waiver Letter, or their implementation and/or the waivers and modifications to the Bonds, the Finance Documents or otherwise (in each case, in accordance with the terms of the Reserve Account Restricted Cash Release Waiver STID Proposal and the Waiver Letter) or their implementation;

(6)        approves that the Bond Trustee be and is hereby authorised and instructed not to obtain any legal opinions in relation to, or to enquire into the power and the capacity of any person to enter into the Waiver Letter or any other waivers to the Finance Documents of the due execution and delivery thereof by any party thereto or the validity and enforceability thereof; and

(7)        acknowledges that the approval of the Reserve Account Restricted Cash Release Waiver STID Proposal is not conditional on the approval of the other STID Proposals.

Unless the context otherwise requires, capitalised terms used in this Extraordinary Resolution shall bear the meanings given to them in the Bond Trust Deed or, as applicable, the Solicitation Memorandum prepared by the Issuer and dated 25 October 2024 (the "Solicitation Memorandum")".

 

EXTRAORDINARY RESOLUTION IN RESPECT OF THE COMPENSATION ACCOUNT RESTRICTED CASH RELEASE WAIVER OF THE £400,000,000 7.738 per cent. Guaranteed Class A Unwrapped Bonds due 9 April 2058

 

"THAT THIS MEETING (the "Meeting") of the holders of £400,000,000 7.738 per cent. Guaranteed Class A Unwrapped Bonds due 9 April 2058 (the "Bondholders") guaranteed by Thames Water Utilities Holdings Limited and Thames Water Utilities Limited (each a "Guarantor" and together, the "Guarantors"), issued by Thames Water Utilities Finance plc (the "Issuer") and constituted by a trust deed originally dated 30 August 2007, as amended and restated or supplemented from time to time (the "Bond Trust Deed"), between, amongst others, the Issuer and Deutsche Trustee Company Limited (the "Bond Trustee"), by Extraordinary Resolution (as defined in the Bond Trust Deed) HEREBY:

(1)        sanctions and approves the STID Proposal in respect of the Compensation Account Restricted Cash Release Waiver from TWUL dated 25 October 2024 to which this Extraordinary Resolution relates (the "Compensation Account Restricted Cash Release Waiver STID Proposal") and the Waiver Letter (as defined in the STID Proposal) insofar as it relates to the Compensation Account Restricted Cash Release Waiver STID Proposal, which is defined and described in the Solicitation Memorandum (as defined below);

(2)        assents to and authorises, directs, requests and empowers the Bond Trustee to (i) vote in favour of the Compensation Account Restricted Cash Release Waiver STID Proposal, (ii) to direct the Security Trustee to execute the Waiver Letter insofar as it relates to the Compensation Account Restricted Cash Release Waiver STID Proposal, and (iii) take all other actions including executing any other documents necessary, desirable or expedient to implement the Compensation Account Restricted Cash Release Waiver STID Proposal and the waiver proposed in such STID Proposal;

(3)        waives any claim Bondholders may have against the Bond Trustee or Security Trustee as a result of any liability they may suffer or incur as a result of acting upon this Extraordinary Resolution and its implementation (including but not limited to circumstances where it is subsequently found that this Extraordinary Resolution is not valid or binding);

(4)        holds harmless, discharges and exonerates and (to the extent permitted or not restricted under the laws and regulations applicable to it) indemnifies the Bond Trustee and the Security Trustee from and against all liability for which it may have become or may become liable as a result of acting in accordance with this Extraordinary Resolution under the Bonds, the Finance Documents or otherwise in respect of any act or omission, including, without limitation, in connection with this Extraordinary Resolution or its implementation, such waivers or modifications in the Waiver Letter or the implementation thereof;

(5)        sanctions and assents to every abrogation, amendment, modification, compromise or arrangement in respect of the rights of the Bondholders against the Issuer or the relevant Guarantors or against any of their property whether such rights shall arise under the Bonds, the Finance Documents or otherwise involved in or resulting from the Compensation Account Restricted Cash Release Waiver STID Proposal, this Extraordinary Resolution, the Waiver Letter, or their implementation and/or the waivers and modifications to the Bonds, the Finance Documents or otherwise (in each case, in accordance with the terms of the Compensation Account Restricted Cash Release Waiver STID Proposal and the Waiver Letter) or their implementation;

(6)        approves that the Bond Trustee be and is hereby authorised and instructed not to obtain any legal opinions in relation to, or to enquire into the power and the capacity of any person to enter into the Waiver Letter or any other waivers to the Finance Documents of the due execution and delivery thereof by any party thereto or the validity and enforceability thereof; and

(7)        acknowledges that the approval of the Compensation Account Restricted Cash Release Waiver STID Proposal is not conditional on the approval of the other STID Proposals.

Unless the context otherwise requires, capitalised terms used in this Extraordinary Resolution shall bear the meanings given to them in the Bond Trust Deed or, as applicable, the Solicitation Memorandum prepared by the Issuer and dated 25 October 2024 (the "Solicitation Memorandum")".

 

EXTRAORDINARY RESOLUTION IN RESPECT OF THE SEPTEMBER INTERIM ACCOUNTS WAIVER OF THE £400,000,000 7.738 per cent. Guaranteed Class A Unwrapped Bonds due 9 April 2058

 

"THAT THIS MEETING (the "Meeting") of the holders of £400,000,000 7.738 per cent. Guaranteed Class A Unwrapped Bonds due 9 April 2058 (the "Bondholders") guaranteed by Thames Water Utilities Holdings Limited and Thames Water Utilities Limited (each a "Guarantor" and together, the "Guarantors"), issued by Thames Water Utilities Finance plc (the "Issuer") and constituted by a trust deed originally dated 30 August 2007, as amended and restated or supplemented from time to time (the "Bond Trust Deed"), between, amongst others, the Issuer and Deutsche Trustee Company Limited (the "Bond Trustee"), by Extraordinary Resolution (as defined in the Bond Trust Deed) HEREBY:

(1)        sanctions and approves the STID Proposal in respect of the September Interim Accounts Waiver from TWUL dated 25 October 2024 to which this Extraordinary Resolution relates (the "September Interim Accounts Waiver STID Proposal") and the Waiver Letter (as defined in the STID Proposal) insofar as it relates to the September Interim Accounts Waiver STID Proposal, which is defined and described in the Solicitation Memorandum (as defined below);

(2)        assents to and authorises, directs, requests and empowers the Bond Trustee to (i) vote in favour of the September Interim Accounts Waiver STID Proposal, (ii) to direct the Security Trustee to execute the Waiver Letter insofar as it relates to the September Interim Accounts Waiver STID Proposal, and (iii) take all other actions including executing any other documents necessary, desirable or expedient to implement the September Interim Accounts Waiver STID Proposal and the waiver proposed in such STID Proposal;

(3)        waives any claim Bondholders may have against the Bond Trustee or Security Trustee as a result of any liability they may suffer or incur as a result of acting upon this Extraordinary Resolution and its implementation (including but not limited to circumstances where it is subsequently found that this Extraordinary Resolution is not valid or binding);

(4)        holds harmless, discharges and exonerates and (to the extent permitted or not restricted under the laws and regulations applicable to it) indemnifies the Bond Trustee and the Security Trustee from and against all liability for which it may have become or may become liable as a result of acting in accordance with this Extraordinary Resolution under the Bonds, the Finance Documents or otherwise in respect of any act or omission, including, without limitation, in connection with this Extraordinary Resolution or its implementation, such waivers or modifications in the Waiver Letter or the implementation thereof;

(5)        sanctions and assents to every abrogation, amendment, modification, compromise or arrangement in respect of the rights of the Bondholders against the Issuer or the relevant Guarantors or against any of their property whether such rights shall arise under the Bonds, the Finance Documents or otherwise involved in or resulting from the September Interim Accounts Waiver STID Proposal, this Extraordinary Resolution, the Waiver Letter, or their implementation and/or the waivers and modifications to the Bonds, the Finance Documents or otherwise (in each case, in accordance with the terms of the September Interim Accounts Waiver STID Proposal and the Waiver Letter) or their implementation;

(6)        approves that the Bond Trustee be and is hereby authorised and instructed not to obtain any legal opinions in relation to, or to enquire into the power and the capacity of any person to enter into the Waiver Letter or any other waivers to the Finance Documents of the due execution and delivery thereof by any party thereto or the validity and enforceability thereof; and

(7)        acknowledges that the approval of the September Interim Accounts Waiver STID Proposal is not conditional on the approval of the other STID Proposals.

Unless the context otherwise requires, capitalised terms used in this Extraordinary Resolution shall bear the meanings given to them in the Bond Trust Deed or, as applicable, the Solicitation Memorandum prepared by the Issuer and dated 25 October 2024 (the "Solicitation Memorandum")".

 

EXTRAORDINARY RESOLUTION IN RESPECT OF THE INTERIM RP LAUNCH WAIVER OF THE £350,000,000 1.76 per cent. Sub-Class A1 Index-Linked Unwrapped Bonds due 28 August 2062

 

"THAT THIS MEETING (the "Meeting") of the holders of £350,000,000 1.76 per cent. Sub-Class A1 Index-Linked Unwrapped Bonds due 28 August 2062 (the "Bondholders") guaranteed by Thames Water Utilities Holdings Limited and Thames Water Utilities Limited (each a "Guarantor" and together, the "Guarantors"), issued by Thames Water Utilities Finance plc (the "Issuer") and constituted by a trust deed originally dated 30 August 2007, as amended and restated or supplemented from time to time (the "Bond Trust Deed"), between, amongst others, the Issuer and Deutsche Trustee Company Limited (the "Bond Trustee"), by Extraordinary Resolution (as defined in the Bond Trust Deed) HEREBY:

(1)        sanctions and approves the STID Proposal in respect of the Interim RP Launch Waiver from TWUL dated 25 October 2024 to which this Extraordinary Resolution relates (the "Interim RP Launch Waiver STID Proposal") and the Waiver Letter (as defined in the STID Proposal) insofar as it relates to the Interim RP Launch Waiver STID Proposal, which is defined and described in the Solicitation Memorandum (as defined below);

(2)        assents to and authorises, directs, requests and empowers the Bond Trustee to (i) vote in favour of the Interim RP Launch Waiver STID Proposal, (ii) to direct the Security Trustee to execute the Waiver Letter insofar as it relates to the Interim RP Launch Waiver STID Proposal, and (iii) take all other actions including executing any other documents necessary, desirable or expedient to implement the Interim RP Launch Waiver STID Proposal and the waiver proposed in such STID Proposal;

(3)        waives any claim Bondholders may have against the Bond Trustee or Security Trustee as a result of any liability they may suffer or incur as a result of acting upon this Extraordinary Resolution and its implementation (including but not limited to circumstances where it is subsequently found that this Extraordinary Resolution is not valid or binding);

(4)        holds harmless, discharges and exonerates and (to the extent permitted or not restricted under the laws and regulations applicable to it) indemnifies the Bond Trustee and the Security Trustee from and against all liability for which it may have become or may become liable as a result of acting in accordance with this Extraordinary Resolution under the Bonds, the Finance Documents or otherwise in respect of any act or omission, including, without limitation, in connection with this Extraordinary Resolution or its implementation, such waivers or modifications in the Waiver Letter or the implementation thereof;

(5)        sanctions and assents to every abrogation, amendment, modification, compromise or arrangement in respect of the rights of the Bondholders against the Issuer or the relevant Guarantors or against any of their property whether such rights shall arise under the Bonds, the Finance Documents or otherwise involved in or resulting from the Interim RP Launch Waiver STID Proposal, this Extraordinary Resolution, the Waiver Letter, or their implementation and/or the waivers and modifications to the Bonds, the Finance Documents or otherwise (in each case, in accordance with the terms of the Interim RP Launch Waiver STID Proposal and the Waiver Letter) or their implementation;

(6)        approves that the Bond Trustee be and is hereby authorised and instructed not to obtain any legal opinions in relation to, or to enquire into the power and the capacity of any person to enter into the Waiver Letter or any other waivers to the Finance Documents of the due execution and delivery thereof by any party thereto or the validity and enforceability thereof; and

(7)        acknowledges that the approval of the Interim RP Launch Waiver STID Proposal is not conditional on the approval of the other STID Proposals.

Unless the context otherwise requires, capitalised terms used in this Extraordinary Resolution shall bear the meanings given to them in the Bond Trust Deed or, as applicable, the Solicitation Memorandum prepared by the Issuer and dated 25 October 2024 (the "Solicitation Memorandum")".

 

EXTRAORDINARY RESOLUTION IN RESPECT OF THE RESERVE ACCOUNT RESTRICTED CASH RELEASE WAIVER OF THE £350,000,000 1.76 per cent. Sub-Class A1 Index-Linked Unwrapped Bonds due 28 August 2062

 

"THAT THIS MEETING (the "Meeting") of the holders of £350,000,000 1.76 per cent. Sub-Class A1 Index-Linked Unwrapped Bonds due 28 August 2062 (the "Bondholders") guaranteed by Thames Water Utilities Holdings Limited and Thames Water Utilities Limited (each a "Guarantor" and together, the "Guarantors"), issued by Thames Water Utilities Finance plc (the "Issuer") and constituted by a trust deed originally dated 30 August 2007, as amended and restated or supplemented from time to time (the "Bond Trust Deed"), between, amongst others, the Issuer and Deutsche Trustee Company Limited (the "Bond Trustee"), by Extraordinary Resolution (as defined in the Bond Trust Deed) HEREBY:

(1)        sanctions and approves the STID Proposal in respect of the Reserve Account Restricted Cash Release Waiver from TWUL dated 25 October 2024 to which this Extraordinary Resolution relates (the "Reserve Account Restricted Cash Release Waiver STID Proposal") and the Waiver Letter (as defined in the STID Proposal) insofar as it relates to the Reserve Account Restricted Cash Release Waiver STID Proposal, which is defined and described in the Solicitation Memorandum (as defined below);

(2)        assents to and authorises, directs, requests and empowers the Bond Trustee to (i) vote in favour of the Reserve Account Restricted Cash Release Waiver STID Proposal, (ii) to direct the Security Trustee to execute the Waiver Letter insofar as it relates to the Reserve Account Restricted Cash Release Waiver STID Proposal, and (iii) take all other actions including executing any other documents necessary, desirable or expedient to implement the Reserve Account Restricted Cash Release Waiver STID Proposal and the waiver proposed in such STID Proposal;

(3)        waives any claim Bondholders may have against the Bond Trustee or Security Trustee as a result of any liability they may suffer or incur as a result of acting upon this Extraordinary Resolution and its implementation (including but not limited to circumstances where it is subsequently found that this Extraordinary Resolution is not valid or binding);

(4)        holds harmless, discharges and exonerates and (to the extent permitted or not restricted under the laws and regulations applicable to it) indemnifies the Bond Trustee and the Security Trustee from and against all liability for which it may have become or may become liable as a result of acting in accordance with this Extraordinary Resolution under the Bonds, the Finance Documents or otherwise in respect of any act or omission, including, without limitation, in connection with this Extraordinary Resolution or its implementation, such waivers or modifications in the Waiver Letter or the implementation thereof;

(5)        sanctions and assents to every abrogation, amendment, modification, compromise or arrangement in respect of the rights of the Bondholders against the Issuer or the relevant Guarantors or against any of their property whether such rights shall arise under the Bonds, the Finance Documents or otherwise involved in or resulting from the Reserve Account Restricted Cash Release Waiver STID Proposal, this Extraordinary Resolution, the Waiver Letter, or their implementation and/or the waivers and modifications to the Bonds, the Finance Documents or otherwise (in each case, in accordance with the terms of the Reserve Account Restricted Cash Release Waiver STID Proposal and the Waiver Letter) or their implementation;

(6)        approves that the Bond Trustee be and is hereby authorised and instructed not to obtain any legal opinions in relation to, or to enquire into the power and the capacity of any person to enter into the Waiver Letter or any other waivers to the Finance Documents of the due execution and delivery thereof by any party thereto or the validity and enforceability thereof; and

(7)        acknowledges that the approval of the Reserve Account Restricted Cash Release Waiver STID Proposal is not conditional on the approval of the other STID Proposals.

Unless the context otherwise requires, capitalised terms used in this Extraordinary Resolution shall bear the meanings given to them in the Bond Trust Deed or, as applicable, the Solicitation Memorandum prepared by the Issuer and dated 25 October 2024 (the "Solicitation Memorandum")".

 

EXTRAORDINARY RESOLUTION IN RESPECT OF THE COMPENSATION ACCOUNT RESTRICTED CASH RELEASE WAIVER OF THE £350,000,000 1.76 per cent. Sub-Class A1 Index-Linked Unwrapped Bonds due 28 August 2062

 

"THAT THIS MEETING (the "Meeting") of the holders of £350,000,000 1.76 per cent. Sub-Class A1 Index-Linked Unwrapped Bonds due 28 August 2062 (the "Bondholders") guaranteed by Thames Water Utilities Holdings Limited and Thames Water Utilities Limited (each a "Guarantor" and together, the "Guarantors"), issued by Thames Water Utilities Finance plc (the "Issuer") and constituted by a trust deed originally dated 30 August 2007, as amended and restated or supplemented from time to time (the "Bond Trust Deed"), between, amongst others, the Issuer and Deutsche Trustee Company Limited (the "Bond Trustee"), by Extraordinary Resolution (as defined in the Bond Trust Deed) HEREBY:

(1)        sanctions and approves the STID Proposal in respect of the Compensation Account Restricted Cash Release Waiver from TWUL dated 25 October 2024 to which this Extraordinary Resolution relates (the "Compensation Account Restricted Cash Release Waiver STID Proposal") and the Waiver Letter (as defined in the STID Proposal) insofar as it relates to the Compensation Account Restricted Cash Release Waiver STID Proposal, which is defined and described in the Solicitation Memorandum (as defined below);

(2)        assents to and authorises, directs, requests and empowers the Bond Trustee to (i) vote in favour of the Compensation Account Restricted Cash Release Waiver STID Proposal, (ii) to direct the Security Trustee to execute the Waiver Letter insofar as it relates to the Compensation Account Restricted Cash Release Waiver STID Proposal, and (iii) take all other actions including executing any other documents necessary, desirable or expedient to implement the Compensation Account Restricted Cash Release Waiver STID Proposal and the waiver proposed in such STID Proposal;

(3)        waives any claim Bondholders may have against the Bond Trustee or Security Trustee as a result of any liability they may suffer or incur as a result of acting upon this Extraordinary Resolution and its implementation (including but not limited to circumstances where it is subsequently found that this Extraordinary Resolution is not valid or binding);

(4)        holds harmless, discharges and exonerates and (to the extent permitted or not restricted under the laws and regulations applicable to it) indemnifies the Bond Trustee and the Security Trustee from and against all liability for which it may have become or may become liable as a result of acting in accordance with this Extraordinary Resolution under the Bonds, the Finance Documents or otherwise in respect of any act or omission, including, without limitation, in connection with this Extraordinary Resolution or its implementation, such waivers or modifications in the Waiver Letter or the implementation thereof;

(5)        sanctions and assents to every abrogation, amendment, modification, compromise or arrangement in respect of the rights of the Bondholders against the Issuer or the relevant Guarantors or against any of their property whether such rights shall arise under the Bonds, the Finance Documents or otherwise involved in or resulting from the Compensation Account Restricted Cash Release Waiver STID Proposal, this Extraordinary Resolution, the Waiver Letter, or their implementation and/or the waivers and modifications to the Bonds, the Finance Documents or otherwise (in each case, in accordance with the terms of the Compensation Account Restricted Cash Release Waiver STID Proposal and the Waiver Letter) or their implementation;

(6)        approves that the Bond Trustee be and is hereby authorised and instructed not to obtain any legal opinions in relation to, or to enquire into the power and the capacity of any person to enter into the Waiver Letter or any other waivers to the Finance Documents of the due execution and delivery thereof by any party thereto or the validity and enforceability thereof; and

(7)        acknowledges that the approval of the Compensation Account Restricted Cash Release Waiver STID Proposal is not conditional on the approval of the other STID Proposals.

Unless the context otherwise requires, capitalised terms used in this Extraordinary Resolution shall bear the meanings given to them in the Bond Trust Deed or, as applicable, the Solicitation Memorandum prepared by the Issuer and dated 25 October 2024 (the "Solicitation Memorandum")".

 

EXTRAORDINARY RESOLUTION IN RESPECT OF THE SEPTEMBER INTERIM ACCOUNTS WAIVER OF THE £350,000,000 1.76 per cent. Sub-Class A1 Index-Linked Unwrapped Bonds due 28 August 2062

 

"THAT THIS MEETING (the "Meeting") of the holders of £350,000,000 1.76 per cent. Sub-Class A1 Index-Linked Unwrapped Bonds due 28 August 2062 (the "Bondholders") guaranteed by Thames Water Utilities Holdings Limited and Thames Water Utilities Limited (each a "Guarantor" and together, the "Guarantors"), issued by Thames Water Utilities Finance plc (the "Issuer") and constituted by a trust deed originally dated 30 August 2007, as amended and restated or supplemented from time to time (the "Bond Trust Deed"), between, amongst others, the Issuer and Deutsche Trustee Company Limited (the "Bond Trustee"), by Extraordinary Resolution (as defined in the Bond Trust Deed) HEREBY:

(1)        sanctions and approves the STID Proposal in respect of the September Interim Accounts Waiver from TWUL dated 25 October 2024 to which this Extraordinary Resolution relates (the "September Interim Accounts Waiver STID Proposal") and the Waiver Letter (as defined in the STID Proposal) insofar as it relates to the September Interim Accounts Waiver STID Proposal, which is defined and described in the Solicitation Memorandum (as defined below);

(2)        assents to and authorises, directs, requests and empowers the Bond Trustee to (i) vote in favour of the September Interim Accounts Waiver STID Proposal, (ii) to direct the Security Trustee to execute the Waiver Letter insofar as it relates to the September Interim Accounts Waiver STID Proposal, and (iii) take all other actions including executing any other documents necessary, desirable or expedient to implement the September Interim Accounts Waiver STID Proposal and the waiver proposed in such STID Proposal;

(3)        waives any claim Bondholders may have against the Bond Trustee or Security Trustee as a result of any liability they may suffer or incur as a result of acting upon this Extraordinary Resolution and its implementation (including but not limited to circumstances where it is subsequently found that this Extraordinary Resolution is not valid or binding);

(4)        holds harmless, discharges and exonerates and (to the extent permitted or not restricted under the laws and regulations applicable to it) indemnifies the Bond Trustee and the Security Trustee from and against all liability for which it may have become or may become liable as a result of acting in accordance with this Extraordinary Resolution under the Bonds, the Finance Documents or otherwise in respect of any act or omission, including, without limitation, in connection with this Extraordinary Resolution or its implementation, such waivers or modifications in the Waiver Letter or the implementation thereof;

(5)        sanctions and assents to every abrogation, amendment, modification, compromise or arrangement in respect of the rights of the Bondholders against the Issuer or the relevant Guarantors or against any of their property whether such rights shall arise under the Bonds, the Finance Documents or otherwise involved in or resulting from the September Interim Accounts Waiver STID Proposal, this Extraordinary Resolution, the Waiver Letter, or their implementation and/or the waivers and modifications to the Bonds, the Finance Documents or otherwise (in each case, in accordance with the terms of the September Interim Accounts Waiver STID Proposal and the Waiver Letter) or their implementation;

(6)        approves that the Bond Trustee be and is hereby authorised and instructed not to obtain any legal opinions in relation to, or to enquire into the power and the capacity of any person to enter into the Waiver Letter or any other waivers to the Finance Documents of the due execution and delivery thereof by any party thereto or the validity and enforceability thereof; and

(7)        acknowledges that the approval of the September Interim Accounts Waiver STID Proposal is not conditional on the approval of the other STID Proposals.

Unless the context otherwise requires, capitalised terms used in this Extraordinary Resolution shall bear the meanings given to them in the Bond Trust Deed or, as applicable, the Solicitation Memorandum prepared by the Issuer and dated 25 October 2024 (the "Solicitation Memorandum")".

 

 

Documents Available for Inspection

Bondholders may, at any time during normal business hours on any weekday (Saturdays, Sundays and bank and other public holidays excepted) prior to the Meetings, obtain copies of the documents set out below at the specified office of the Tabulation Agent set out below.

Documents available:

·           the Bond Trust Deed dated 30 August 2007, together with all amendments, restatements and supplements thereto;

·           the Agency Agreement dated 30 August 2007, together with all amendments, restatements and supplements thereto;

·           the CTA dated 30 August 2007 as most recently amended and restated on 26 June 2020;

·           the MDA dated 30 August 2007, as most recently amended and restated on 26 June 2020;

·           the STID dated 30 August 2007, as most recently amended and restated on 31 August 2018;

·           the STID Proposal dated 25 October 2024, including the form of Waiver Letter; and

·           the Solicitation Memorandum dated 25 October 2024.

General

The attention of Bondholders is particularly drawn to the quorum required for the Meetings and for any adjourned Meetings which is set out in "Voting and Quorum" below. Having regard to such requirements, Bondholders are strongly urged either to attend the relevant Meeting(s) or to take steps to be represented at the relevant Meeting(s), as referred to below, as soon as possible.

In accordance with normal practice, the Bond Trustee has not been involved in the formulation of the Proposals outlined in the Solicitation Memorandum and the Bond Trustee expresses no opinion on the merits of the Proposals or the Extraordinary Resolutions but has authorised it to be stated that it has no objection to the Extraordinary Resolutions being submitted to Bondholders for their consideration. The Bond Trustee recommends that Bondholders who are unsure of the impact of the Proposals and the Extraordinary Resolutions should take their own independent financial, legal, investment, regulatory and tax advice on the merits and on the consequences of voting in favour of or against (or abstaining from voting in respect of) the relevant Extraordinary Resolution(s). The Bond Trustee is not responsible for the accuracy, completeness, validity or correctness of the statements made in the Solicitation Memorandum or omissions therefrom.

Accordingly, Bondholders who are unsure of the impact of the Proposals and the Extraordinary Resolutions should seek their own independent financial, legal, investment, regulatory and tax advice.

Voting and Quorum

The relevant provisions governing the convening and holding of the Meetings are set out in Schedule 3 or Schedule 4, as applicable, to the Bond Trust Deed, copies of which are available for inspection as referred to above.

Each person (a "Beneficial Owner") who is the owner of a particular nominal amount of the Bonds as shown in the records of Euroclear, Clearstream, Luxembourg or CDS Clearing and Depository Services Inc. ("CDS") or their accountholders (the "Accountholders") should note that they are not the legal or registered holders of the Bonds for the purposes of this Notice of Meetings and will only be entitled to attend and vote at the relevant Meeting or to appoint a proxy or representative to do so in accordance with the procedures set out below.

Any Accountholder (directly or on behalf of Beneficial Owners) who has submitted Electronic Voting Instructions, as applicable, to the Clearing Systems no later than 4.00 p.m. (London time) on 13 November 2024 in accordance with the procedures set out in the Solicitation Memorandum need not take any further action in relation to voting at the relevant Meeting in respect of the relevant Extraordinary Resolution. By submitting or delivering a duly completed Electronic Voting Instruction to the relevant Clearing Systems, the relevant Accountholder instructs the Principal Paying Agent to appoint the Tabulation Agent and Canadian Tabulation Agent or their nominee as proxy to attend and vote at the relevant Meeting in favour of or against (or abstain from voting in respect of) the relevant Extraordinary Resolution.

The following paragraphs (1) to (2) apply only to Accountholders or Beneficial Owners who have not submitted or delivered or arranged for the submission or delivery of Electronic Voting Instructions to the relevant Clearing System in accordance with the terms of the Solicitation Memorandum.

(1)        An Accountholder or Beneficial Owner wishing to attend and vote at the relevant Meeting in person must produce at the relevant Meeting either definitive Bonds, voting certificates or forms of proxy in relation to the Bond in respect of which they wish to vote. Those Beneficial Owners who, and Accountholders of Beneficial Owners who, hold their interests in the Bonds through the Clearing Systems and who wish to attend and vote at the relevant Meeting should contact the relevant Clearing System (through the relevant Accountholder, if applicable) to make arrangements to be appointed as proxy in respect of the Bonds in which they have an interest for the purpose of attending and voting at the relevant Meeting in person. Such Beneficial Owners or Accountholders must have made arrangements to vote with the relevant Clearing System (through the relevant Accountholder, if applicable) in time for the relevant Clearing System to arrange for them to be appointed as a proxy no later than 4.00 p.m. (London time) on 13 November 2024. An Accountholder or Beneficial Owner not wishing to attend and vote at the relevant Meeting in person may either deliver their Bond(s) or a document (in the case of an Accountholder which is a corporation) appointing such person as representative of any such holder or Beneficial Owner to the person whom they wish to attend on their behalf instructing the Principal Paying Agent to appoint a proxy to attend and vote at the relevant Meeting in accordance with their instructions. Those Beneficial Owners who, and Accountholders of Beneficial Owners who, hold their interests in the Bonds through a Clearing System and who wish to vote at but who do not wish to attend the relevant Meeting should contact the relevant Clearing System (through the relevant Accountholder, if applicable) to arrange for another person nominated by them to be appointed as a proxy in respect of such Bonds in which they have an interest to attend and vote at the relevant Meeting on their behalf or to make arrangements for the votes relating to such Bonds in which they have an interest to be cast on their behalf by or on behalf of the Principal Paying Agent acting as a proxy. Such Beneficial Owners or Accountholders must have made arrangements to vote with the relevant Clearing System (through the relevant Accountholder, if applicable) in time for the relevant Clearing System to arrange for the Beneficial Owner's nominee, or a representative of the Principal Paying Agent, to be appointed as a proxy not later than 4.00 p.m. (London time) on 13 November 2024.

(2)        Bonds may be deposited with any Principal Paying Agent or held (to such Principal Paying Agent's satisfaction) to the order of such Principal Paying Agent or under such Principal Paying Agent's control or blocked in an account with a clearing system for the purpose of obtaining voting certificates or appointing proxies, not later than 4.00 p.m. (London time) on 13 November 2024 (or, if applicable, 48 hours before the time appointed for holding any adjournment of a Meeting) or appointing representatives in respect of the relevant Meeting. Bonds so deposited or held will not be released until the earlier of the conclusion of the relevant Meeting (or, if applicable, any adjournment of such Meeting) or the surrender of the receipt issued by the Principal Paying Agent in respect of such deposited Bonds in accordance with the Bondholder Meeting Provisions or such Bonds ceasing to be held to the Principal Paying Agent's order or under its control in connection with any amendment to the block voting instruction in accordance with the Bondholder Meeting Provisions.

The relevant Extraordinary Resolution may only be considered at the relevant Meeting if such Meeting is quorate. The relevant Meeting will be quorate if at least one or more persons is or are present at such Meeting holding Bonds or voting certificates or being proxies or representatives who hold(s) or represent(s) the requisite principal amount of outstanding Bonds for the quorum requirement (as set out below across from "Original Meeting"). If the relevant Meeting is not quorate, it will be adjourned to a later time and date. When the relevant Meeting resumes following adjournment, the Bond Trust Deed makes provision for a lower quorum requirement (as set out below across from "Adjourned Meeting").

If, within 15 minutes (or such longer period not exceeding 30 minutes as the chairperson may decide) of the time fixed for the relevant Meeting, a quorum is not present, such Meeting shall be adjourned for such period, being not less than 13 clear days nor more than 42 clear days, and to such place as may be appointed by the chairperson of such Meeting either at or subsequent to such Meeting and approved by the Bond Trustee.

The quorum requirement is as follows:

Meeting Original Meeting	Quorum Requirement One or more persons present in person holding Definitive Bearer Bonds or Definitive Registered Bonds or voting certificates or being proxies or representatives and holding or representing not less than 50 per cent. of the nominal amount of the relevant Bonds for the time being outstanding.
Adjourned Meeting	One or more persons present in person holding Definitive Bearer Bonds or Definitive Registered Bonds or voting certificates or being proxies or representatives (whatever the nominal amount of the relevant Bonds so held or represented by them).

Every question submitted to a Meeting shall, if so required by the chairperson, be decided in the first instance by a show of hands unless a poll is (before or on the declaration of the result of the show of hands) demanded by the chairperson, the Issuer, the Guarantors, the Bond Trustee or by any person present holding Definitive Bearer Bonds or Definitive Registered Bonds or voting certificates or being proxies or representatives whatever the nominal amount of the relevant Bonds so held or represented by them. On a show of hands, every person who is present in person and who is holding Definitive Bearer Bonds or Definitive Registered Bonds or voting certificates or is a proxy or representative shall have one vote.

On a poll, every person who is so present shall have one vote in respect of each £1 or such other amount as the Bond Trustee may in its absolute discretion stipulate (or, in the case of meetings of holders of Bonds denominated in another currency, such amount in such other currency as the Bond Trustee in its absolute discretion may stipulate) in nominal amount of the Definitive Bearer Bonds so produced or represented by the voting certificate so produced or in respect of which they are proxy or representative.

In case of equality of votes, the chairperson shall, both on a show of hands and on a poll, have a casting vote in addition to the vote or votes (if any) to which they may be entitled as a Bondholder or as a holder of a voting certificate or as a proxy or representative.

Votes in favour of each Extraordinary Resolution must represent a majority of the votes cast, consisting of not less than three-quarters of the persons thereat upon a show of hands or if a poll is duly demanded by a majority consisting of not less than three-quarters of the votes cast on such poll, for each Extraordinary Resolution to be duly passed.

(1)        If passed, the relevant Extraordinary Resolution will be binding upon all Bondholders of the relevant Series, whether or not they were present or represented at the relevant Meeting and whether or not they voted at the relevant Meeting.

(2)        This notice, and any non-contractual obligations arising out of or in connection with it, is governed by, and shall be construed in accordance with, English law.

(3)        Notice of the results of the Meetings will be given to Bondholders in accordance with the provisions of the Bond Trust Deed.

(4)        Bondholders whose Bonds are held by Clearstream, Luxembourg or Euroclear should contact the Tabulation Agent for more information.

(5)        Bondholders whose Canadian Bonds are held by CDS should contact the Canadian Information and Tabulation Agent for more information.

(6)        The Tabulation Agent with respect to the Proposals is:

Kroll Issuer Services Limited The Shard 32 London Bridge Street London SE1 9SG Attention: Oliver Slyfield / Sunjeeve Patel Email: thameswater@is.kroll.com Website: https://deals.is.kroll.com/thameswater

(7)        The Canadian Tabulation Agent with respect to the Proposals is:

TSX Trust Company 301-100 Adelaide St W, Toronto ON M5H4H1 Attention: Emma McKenzie Email: tmx_thamesinfo@tmx.com

(8)        The Canadian Information Agent with respect to the Proposals is:

TMX Investor Solutions Inc. 301-100 Adelaide St W, Toronto ON M5H4H1 Attention: Renata Dzuba Email: tmx_thamesinfo@tmx.com

(9)        The Principal Paying Agent with respect to the Bonds is:

Deutsche Bank AG, London Branch 21 Moorfields London EC2Y 9DB United Kingdom

 

This notice is given by:

THAMES WATER UTILITIES FINANCE PLC
25 October 2024