Pennichuck Water Special Committee

PENNICHUCK WATER SPECIAL COMMITTEE MARCH 11, 2013 7:00 p.m. Aldermanic Chamber ROLL CALL PUBLIC COMMENT DISCUSSION Proxy Card for Annual Meeting of Sole Shareholder - Pennichuck Corporation UNFINISHED BUSINESS - None NEW BUSINESS - None TABLED IN COMMITTEE R-12-39 Endorsers: Alderman-at-Large Jim Donchess Alderman-at-Large David W. Deane Alderman-at-Large Barbara Pressly Alderman Daniel T. Moriarty RELATIVE TO ASKING PENNICHUCK TO CONTRIBUTE THE PROCEEDS OF THE SALE OF PARCEL F TO THE CITY CONSERVATION FUND • Tabled 8/2/12 R-12-65 Endorser: Alderman-at-Large Barbara Pressly REGARDING AN INTENTION TO APPROPRIATE FUTURE FUNDS RECEIVED FROM PENNICHUCK CORPORATION FOR EMINENT DOMAIN COST REIMBURSEMENT INTO THE NASHUA CONSERVATION FUND • Tabled 1/29/13 R-13-96 Endorsers: Alderman-at-Large Barbara Pressly Alderman-at-Large Mark S. Cookson Alderman Arthur T. Craffey, Jr. Alderman-at-Large David W. Deane Alderman Daniel T. Moriarty Alderman-at-Large Jim Donchess AMENDING THE BY-LAWS OF THE PENNICHUCK CORPORATION • Tabled 2/28/13 R-13-97 Endorser: Alderman Daniel T. Moriarty Alderman-at-Large Jim Donchess Alderman-at-Large Barbara Pressly Alderman Arthur T. Craffey, Jr. Alderman-at-Large David W. Deane PROCEDURE FOR A PROXY VOTE FOR PENNICHUCK CORPORATION'S ANNUAL MEETING OF THE SOLE SHAREHOLDER • Tabled 2/28/31 PUBLIC COMMENT REMARKS BY THE ALDERMEN POSSIBLE NON-PUBLIC SESSION ADJOURNMENT  PENNICH u • K PROXY CARD PENNICHUCK CORPORATION PROXY for Annual Meeting of Sole Shareholder - March 23,2013 THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS The Sole Shareholder, the City of Nashua, New Hampshire, hereby appoints JOHN L. PATENAUDE or LARRY D. GOODHUE, as proxies to represent and vote as designated hereon, all shares of common stock of Pennichuck Corporation (the "Company") which the Sole Shareholder would be entitled to vote if personally present at the Annual Meeting of Sole Shareholder of the Company to be held at the Radisson Hotel, 11 Tara Boulevard, Nashua, New Hampshire, on March 23,2013 at 9:00 a.m. The shares represented by this proxy will be voted as directed by the Sole Shareholder. The Board of Directors recommends a vote FOR all nominees named in Proposal t and a vote FOR Proposal 2. Proposals; O Jay N. Lustig • AGAINST ALL NOMINEES O John D. McGrath • FOR ALL NOMINEES EXCEPT (See Instructions Below) O Martha E. O'Neill O Preston J. Stanley, Jr. Instructions: To vote against any individual nominee, mark the box "FOR ALL NOMINEES EXCEPT' and fill in the circle next to each nominee you wish to vote against. 2. Amendments to By-Laws FOR • AGAINST Authorized Signature: CITY OF NASHUA, NEW HAMPSHIRE (Sole Shareholder) By: Date: Name: Title: This Proxy Card is Valid Only When Signed and Dated