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V2 PENNICHUCK*

PENNICHUCK CORPORATION
25 Walnut Street
Nashua, New Hampshire 03060

NOTICE OF ANNUAL MEETING OF SOLE SHAREHOLDER
To be Held on Saturday, May 8, 2021, at 9:00 a.m.

To Attend the Meeting: Dial 1-425-436-6322, then Enter Access Code 871028#

To the City of Nashua, New Hampshire, in its capacity as the Sole Shareholder of Pennichuck
Corporation:

In accordance with the By-Laws of Pennichuck Corporation and applicable laws, Pennichuck
Corporation hereby provides notice that you are cordially invited to attend the Annual Meeting
of Sole Shareholder of Pennichuck Corporation. The City of Nashua, New Hampshire, is the
Sole Shareholder of Pennichuck Corporation.

The Annual Meeting will be held on Saturday, May 8, 2021, at 9:00 a.m. for the following purpose:

1. To elect three directors, each for a three-year term, and until their successors
are elected and qualified.

Due to the state of emergency declared by Governor Sununu relating to the COVID-19 Virus,
the Annual Meeting of Sole Shareholder will be conducted via electronic and telephonic means.
To attend the meeting, please use the following dial-in instructions:

Dial-in Number: 1-425-436-6322, Access Code: 871028#

To facilitate the City’s review of the matters to be addressed at the Annual Meeting, the
Pennichuck Corporation Board of Directors have approved the delivery of the Proxy Statement
attached to this Notice.

By Order of the Board of Directors,

S LAL

LARRY D. GOODHUE
Chief Executive Officer and
Chief Financial Officer

Nashua, New Hampshire
March 31, 2021

VO PENNICHUCK’

PENNICHUCK CORPORATION
25 Walnut Street
Nashua, New Hampshire 03060

PROXY STATEMENT

2021 Annual Meeting of Sole Shareholder

To be Held on Saturday, May 8, 2021, at 9:00 a.m.
To Attend the Meeting: Dial 1-425-436-6322, then Enter Access Code 871028#

This Proxy Statement is furnished to the City of Nashua, New Hampshire (the “City”), in its
capacity as the Sole Shareholder of Pennichuck Corporation (“Pennichuck Corporation” or the
“Company”), by the Board of Directors of Pennichuck Corporation, in connection with the
solicitation of a proxy to be voted at the Annual Meeting of Sole Shareholder for the purpose set
forth in the accompanying Notice of Annual Meeting of Sole Shareholder.

The Annual Meeting will be held on Saturday, May 8, 2021, at 9:00 a.m. Due to the state of
emergency declared by Governor Sununu relating to the COVID-19 Virus, the Annual Meeting

of Sole Shareholder will be conducted via electronic and telephonic means. To attend the meeting,
please use the following dial-in instructions: Dial-in Number: 1-425-436-6322, Access

Code: 871028#.

Matter to be Voted Upon at the Annual Meeting

At the Annual Meeting, the City, in its capacity as the Sole Shareholder of Pennichuck Corporation,
is being asked to consider and vote upon the following:

(1) To elect David P. Bernier, Stephen D. Genest and Thomas J. Leonard to the
Pennichuck Corporation Board of Directors, as Class C directors, each for a three-
year term, and until their successors are elected and qualified.

Voting at the Annual Meeting

Background. Pennichuck Corporation was acquired by the City on January 25, 2012. This
acquisition was accomplished pursuant to an Agreement and Plan of Merger reached between the
City and Pennichuck Corporation dated November 11, 2010 (the “Merger Agreement”). The
transaction, in which the City issued $150.6 million of general obligation bonds to acquire the
outstanding stock of Pennichuck Corporation and pay all transaction costs, was authorized by
special legislation enacted by the State Legislature in 2007 and 2010. The Mayor and the Board
of Aldermen unanimously approved the acquisition pursuant to this special legislation on

January 11, 2011. The New Hampshire Public Utilities Commission approved the Merger
Agreement on November 23, 2011, concluding that “the transaction is in the public interest and
will not have an adverse effect on rates, terms, service, or operation of the utilities.”

Corporate Structure. As part of the acquisition, the corporate structure of Pennichuck
Corporation and its utility subsidiaries was retained. Under this structure, the City is the sole
shareholder of Pennichuck Corporation. Pennichuck Corporation continues to own five
corporate subsidiaries, including three regulated public utilities (Pennichuck Water Works, Inc.,
Pennichuck East Utility, Inc., and Pittsfield Aqueduct Company, Inc.), an unregulated service
company (Pennichuck Water Service Corporation), and a former real estate holding company
(The Southwood Corporation).

Election of the Board of Directors. Under this corporate governance system, the City exercises
its control over Pennichuck Corporation in its capacity as the Company’s Sole Shareholder in
accordance with the Articles of Incorporation, the By-Laws and the New Hampshire laws
governing business corporations. In accordance with these rules, Pennichuck Corporation’s
business affairs are managed and overseen by a Board of Directors. One of the most important
responsibilities of the City, in its capacity as Sole Shareholder, is to elect members of the Board
of Directors from individuals nominated by the Pennichuck Corporation Board of Directors at
the Company’s Annual Meeting.

Voting at the Annual Meeting. It is important to remember that the City itself is the Sole
Shareholder, not any individual person who may hold an office with the City. The City must
exercise its responsibilities as Sole Shareholder through public meetings of the City’s Board of
Aldermen and Mayor, acting in accordance with applicable New Hampshire laws and the
provisions of the City Charter. As a municipal entity, the City is not typically in a position to
“attend” an annual meeting, or any other meeting of the Sole Shareholder, “in person.”

Traditional corporate law principles provide a ready solution for this type of “institutional”
voting of shares. As the Sole Shareholder, the City may review the proposed vote and take
action at appropriate City meetings determined by the City. The City may then either designate
an individual person to attend the Annual Meeting in person with the authority to vote the City’s
shares in accordance with the City’s determination, or the City may vote its shares by proxy.

To facilitate these options, the Pennichuck Corporation Board of Directors has prepared this
Proxy Statement which contains details of the business to be conducted at the Annual Meeting.
If the City determines to vote its shares by proxy, it should cause the enclosed proxy card to be
completed and returned to Pennichuck Corporation prior to the Annual Meeting. By executing
the enclosed proxy card, the City will be designating the actions it has determined to take with
respect to the matters to be heard at the Annual Meeting and will be authorizing the officers of
the Company named on the proxy card to act as the City’s proxy to vote on the City’s behalf at
the Annual Meeting in accordance with the instructions set forth on the proxy card.

Corporate Governance Matters

Current Board of Directors. The Pennichuck Corporation Board of Directors is divided into
three classes, each class serving for three years following their election and until their successors
have been elected and qualified.

The number of Directors is currently fixed at eleven. Of the eleven directors, three have terms
ending in 2021 (Class C), four have terms ending in 2022 (Class A), and four have terms ending
in 2023 (Class B).

The current members of the Company’s Board of Directors are as follows:

Term Expiring 2021 Term Expiring 2022 Term Expiring 2023
Class C Class A Class B
David P. Bernier C. George Bower James P. Dore
Stephen D. Genest Jay N. Lustig Elizabeth A. Dunn
Thomas J. Leonard John D. McGrath H. Scott Flegal
Preston J. Stanley, Jr. Deborah Novotny

Board Meetings, Committee Meetings and Attendance. In 2020, the Company’s Board of
Directors held 14 Board meetings and 12 Committee meetings. Each current member of the
Board attended a majority of the total number of meetings of the Board of Directors and the
number of meetings of all committees of the Board on which they served. All members of the
Board of Directors attended the 2020 Annual Meeting of Sole Shareholder.

Board Compensation. In 2020, each director, with the exception of Scott Flegal, received an
annual retainer of $12,000. Mr. Flegal, who joined the Board on May 2, 2020, received $8,000
in compensation for his services as a director.

Annual Performance Evaluation. The Board of Directors conducts an annual self-evaluation
of the Board and its Committees to determine whether they are functioning effectively. Each
Committee is also required to evaluate their performance.

Corporate Code of Conduct. The Company has adopted a written Corporate Code of Conduct
that applies to its directors, officers and employees. A current copy of the Corporate Code of
Conduct can be found on the Company’s website at www.pennichuck.com, under the “Board of
Directors — Meetings, Minutes and Corporate Governance” caption.

Board Committees. The Board of Directors has established four standing committees: the
Audit, Finance and Risk Committee, the Communications Committee, the Compensation and
Benefits Committee, and the Nominating and Governance Committee.

Each Committee has adopted a written Charter which sets forth its purpose, membership,
duties and responsibilities. A copy of each Charter can be found on the Company’s website at
www.pennichuck.com, under the “Board of Directors — Meetings, Minutes and Corporate
Governance” caption.

The current members of the Board Committees are as follows:

Audit, Finance and Risk Committee Communications Committee
James P. Dore, Chairman Jay N. Lustig, Chairman
C. George Bower James P. Dore
H. Scott Flegal Thomas J. Leonard
Thomas J. Leonard Deborah Novotny
Deborah Novotny Preston J. Stanley, Jr.

Compensation and Benefits Committee Nominating and Governance Committee

Stephen D. Genest, Chairman Elizabeth A. Dunn, Chairman
David P. Bernier Stephen D. Genest

C. George Bower Thomas J. Leonard

Elizabeth A. Dunn Jay N. Lustig

Thomas J. Leonard Preston J. Stanley, Jr.

John D. McGrath

Audit, Finance and Risk Committee. The Audit, Finance and Risk Committee is responsible for
the appointment, compensation and retention of the independent auditors; preapproval of all
audit and non-audit services to be provided by the independent auditors; review and approval of
all related party transactions; review and evaluation of the qualifications, performance and
independence of the lead partner of the independent auditors; oversight of the integrity of the
Company’s financial statements and internal controls; oversight of Company financing activities;
oversight of the policies and procedures established to assess, monitor and control operational
and financial risk; and oversight of the Company’s insurance programs. The Audit, Finance and
Risk Committee held 3 meetings in 2020.

Communications Committee. The Communications Committee develops and assists with the
policies and strategies of external communications between the Board, the Company and the
Sole Shareholder, other stakeholders, and the public, as needed. The Communications
Committee did not meet in 2020.

Compensation and Benefits Committee. The Compensation and Benefits Committee is
responsible for annually reviewing and approving corporate goals and objectives relevant to
Chief Executive Officer compensation; evaluating the Chief Executive Officer’s performance in
light of those goals and objectives, and determining and recommending to the Board of Directors
the Chief Executive Officer’s compensation based on evaluation of performance; reviewing and
approving executive salaries; reviewing and approving any employment agreements, special
compensation and benefits, or severance arrangements as they pertain to executive officers other
than the Chief Executive Officer; overseeing the Company’s compensation and benefit policies;
and recommending to the Board of Directors the establishment, termination or amendment of
existing Compensation and employee benefit plans. The Compensation and Benefits Committee
held 6 meetings in 2020.

Nominating and Governance Committee. The Nominating and Governance Committee is
responsible for identifying individuals qualified to become Board members; recommending to
the Board the persons to be nominated by the Board for election as directors at the Annual
Meeting of Sole Shareholder; developing and recommending to the Board of Directors a set of
corporate governance principles; overseeing an annual self-evaluation of the Board; and annually
reviewing the Corporate Code of Conduct. The Nominating and Governance Committee is
authorized to retain advisors and consultants and to compensate them for their services. The
Nominating and Governance Committee did not retain such advisors or consultants during 2020.
The Nominating and Governance Committee held 3 meetings in 2020.

As part of the nomination process, the Nominating and Governance Committee reviewed the
current composition of the Board as a whole, and reviewed the qualifications and performance of
the incumbent directors who are up for re-election to the Board in 2021.

The Nominating and Governance Committee considers whether to nominate any candidate for
director in accordance with the criteria set forth in its Charter, subject to the restrictions set forth
in the Company’s By-Laws. These criteria include the candidate’s integrity, business acumen,
knowledge of the Company’s business and industry, experience, diligence, conflicts of interest,
and the ability to act in the interests of the Sole Shareholder. The Committee does not assign
specific weights to particular criteria and no particular criterion is a prerequisite for each
prospective nominee. The backgrounds and qualifications of the Company’s directors,
considered as a group, should provide a composite mix of experience, knowledge and abilities
that will allow the Board of Directors to fulfill its responsibilities.

Senior Management. The members of the Company’s Senior Management team are as follows:
Larry D. Goodhue, Chief Executive Officer and Chief Financial Officer

Mr. Goodhue has been the Chief Executive Officer and Chief Financial Officer of
Pennichuck Corporation and its subsidiaries since November 6, 2015. He was the Chief
Financial Officer and Controller from March 2012 through November 2015, and Treasurer
from March 2012 until May 2, 2020. He was Controller from December 2006 to March
2012. Mr. Goodhue served as a financial consultant to Metrobility Optical Systems, Inc.
from July 2006 to October 2006 and to Pennichuck Corporation from October 2006 to
November 2006. From October 2005 to June 2006, he was the Vice President of Finance
and Administration for Metrobility Optical Systems, Inc. and the Corporate Controller from
September 2000 to September 2005. From May 2000 to August 2000, he served as Acting
Chief Operating Officer for Annalee Mobilitee Dolls, Inc. and was the Controller from
January 1998 to April 2000. Mr. Goodhue holds a Bachelor of Science degree in Business
Administration from Merrimack College, and is a Certified Public Accountant in the State
of New Hampshire (for which his certification is currently in an inactive status).

Mr. Goodhue’s base annual salary beginning as of April 1, 2020 was $218,171.

Donald L. Ware, Chief Operating Officer

Mr. Ware has been the Chief Operating Officer of Pennichuck Corporation since

January 27, 2012. He was the Senior Vice President of Operations and Engineering of
Pennichuck Corporation from 2004 to January 2012, and Chief Engineer and Vice
President from 1995 to 2004. Mr. Ware is also the Chief Operating Officer of Pennichuck
Water Works, Inc. and the Company’s other water utilities. From 1986 to 1995, Mr. Ware
was General Manager for the Augusta Water District in Augusta, Maine. Mr. Ware holds a
Bachelor of Science degree in Civil Engineering from Bucknell University and a Master of
Business Administration degree from the Whittemore Business School at the University of
New Hampshire. Mr. Ware’s base annual salary beginning as of April 1, 2020 was
$212,197.

Summary of Proposal to be Voted Upon at the Annual Meeting

PROPOSAL 1 - ELECTION OF DIRECTORS

On February 26, 2021, the Company’s Board of Directors took action to recommend that the
Sole Shareholder elect David P. Bernier, Stephen D. Genest and Thomas J. Leonard as Class C
directors, each for a three-year term and until their successors are elected and qualified.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” EACH OF THESE
THREE NOMINEES.

Information regarding the professional backgrounds for each nominee follows:
Nominees for Director:

David P. Bernier
(Director Since: January 2012)

Mr. Bernier was the Superintendent of the North Conway Water Precinct in North Conway,
NH from October 2004 until his retirement on February 28, 2018. Beginning on May 1,
2018, Mr. Bernier joined the firm of Wright-Pierce as a Resident Engineer. He was the
Superintendent of Public Works for the Town of Dartmouth, MA from November 2000 to
October 2004, and Supervisor of the Water and Sewer Department from March 2000 to
November 2000. He was the Superintendent of the Town of Gorham, NH Water and
Sewer Department from October 1984 to March 2000. Mr. Bernier holds an AAS degree
with emphasis in water treatment from New Hampshire Technical College.

Stephen D. Genest
(Director Since: January 2012)

Mr. Genest is a retired Human Resource professional currently doing consulting work as
well as serving on the Board of Directors as Treasurer for NH Humanities and serving on
the Board of Directors of Families Flourish Northeast. He was the Nashua Community
Coordinator for Southern New Hampshire Services in Nashua, NH from October, 2017
through February, 2020. Mr. Genest was the Director of Human Resources of SMITHS
Titeflex Aerospace in Laconia, NH from 2007 until his retirement on January 1, 2017.
From 2006 to 2007, Mr. Genest was the Director of Human Resources for L3
Communications Security and Detection Systems in Woburn, MA. He was the Director of
Human Resources for Ametek Aerospace and Defense in Wilmington, MA from 2000 to
2005, and Manager of Employee Relations from 1997 to 2000. From 1986 to 1996,

Mr. Genest held various positions in Human Resources at Nashua Corporation in Nashua
and Merrimack, NH. Mr. Genest holds a Bachelor of Arts degree in English from St.
Anselm College, a Master’s degree in English from Rivier College, and a Master of
Business Administration from Rivier College.

Thomas J. Leonard
(Director Since: January 2012)

Mr. Leonard has served as the Chairman of Pennichuck Corporation’s Board of Directors
since January 27, 2012. He has been an Attorney with the law firm of Welts White and
Fontaine, PC in Nashua, NH since 2011. From 1996 through 2010, Mr. Leonard was
In-House Counsel, COO and Director of Friel Business Enterprises in Hudson, NH.

Mr. Leonard holds a Bachelor of Arts degree in Economics from Dartmouth College, and a
Juris Doctor degree from University of New Hampshire Law (formerly Franklin Pierce
Law Center).

COPY — FOR INFORMATION ONLY

ZZ PENNICHUCK:?

PROXY CARD
PENNICHUCK CORPORATION

PROXY for Annual Meeting of Sole Shareholder - May 8, 2021

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The Sole Shareholder, the City of Nashua, New Hampshire, hereby appoints LARRY D. GOODHUE or
DONALD L. WARE, 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 on Saturday, May 8, 2021, at

9:00 a.m., via electronic and telephonic means. The shares represented by this proxy will be voted as directed by
the Sole Shareholder.

The Board of Directors recommends a vote “FOR” each of the nominees named in Proposal 1.
Proposal 1:
To elect David P. Bernier, Stephen D. Genest and Thomas J. Leonard to the Pennichuck

Corporation Board of Directors, as Class C directors, each for a three-year term, and until
their successors are elected and qualified.

For Against
David P. Bernier oO O
Stephen D. Genest oO Oo
Thomas J. Leonard oO oO

Authorized Signature:

CITY OF NASHUA, NEW HAMPSHIRE (Sole Shareholder)

By: Date:
Name:

Title:

This Proxy Card is Valid Only When Signed and Dated

V2 PENNICHUCK?®

March 31, 2021
ANNUAL REPORT TO THE SOLE SHAREHOLDER

Dear Shareholder:

The Annual Meeting of Pennichuck Corporation will be held at 9:00 a.m. on Saturday, May 8,
2021. Due to the state of emergency declared by Governor Sununu relating to the COVID-19

virus, the Annual Meeting of Sole Shareholder will be conducted via electronic and telephonic
means. To attend the meeting, please use the following dial-in instructions — Dial-in Number:

1-425-436-6322, Access Code: 871028#.

Background on the City’s Acquisition and Our Corporate Structure. The City’s acquisition of
the shares of Pennichuck Corporation was completed on January 25, 2012. As part of the
acquisition, the corporate structure of Pennichuck Corporation and its subsidiaries was retained.
Under the structure, the City of Nashua is the sole shareholder of Pennichuck Corporation.
Under the Company’s By-Laws, the City in its capacity as shareholder makes its decisions
through actions by its Board of Aldermen, in accordance with the City’s Charter. No single
person — the Mayor or any individual member of the Board of Aldermen — is him or herself a
shareholder; rather, the entity of the City itself is the sole shareholder of Pennichuck Corporation
represented by the Board of Aldermen and the Mayor.

Pennichuck continues to own five corporate subsidiaries, including three regulated utilities
(Pennichuck Water Works, Inc., Pennichuck East Utility, Inc., and Pittsfield Aqueduct Company,
Inc.), an unregulated service company (Pennichuck Water Service Corporation), and a shell
company (The Southwood Corporation).

As unanimously approved by the City’s Board of Aldermen at the time of the acquisition, the
corporate structure was retained for several reasons.

First, the City’s Mayor and Board of Aldermen desired to maintain some stability and continuity
for all of the customers and employees of the Pennichuck companies. Retaining the existing
corporate structure minimized the need for any radical changes to the utility companies and
operations and encouraged support by all of the communities served by the utilities.

Second, retaining the corporate structure provided continuity for the regulatory and financial
status of the companies and their respective businesses. The New Hampshire Public Utilities
Commission continues to provide regulatory oversight for the utility companies, and banks,
lenders and other contract parties continue to be able to rely on existing contracts and other rules
with respect to financing and other operations.