PENNICHUCK 25 MANCHESTER STREET
PO BOX 1947
MERRIMACK, NH 03054-1947
February 1, 2017 (603) 882-5191
FAX (603) 913-2305
WWW.PENNICHUCK.COM
Mr. Brian McCarthy
President, Board of Aldermen
City of Nashua
229 Main Street
Nashua, NH 03060
Re: Special Meeting of the Sole Shareholder — March 24, 2017
Dear President McCarthy:
In accordance with the Articles of Incorporation and By-Laws of Pennichuck Corporation, I am
pleased to provide this letter to inform you that a Special Meeting of the Sole Shareholder of
Pennichuck Corporation has been scheduled for Friday, March 24, 2017 at 8:00 a.m. at the
offices of Pennichuck Corporation, 25 Manchester Street, Merrimack, NH.
As we have discussed briefly prior to this letter, the purpose of the Special Meeting of Sole
Shareholder is to consider and vote upon the proposal to elect John M. Murphy to the
Pennichuck Corporation Board of Directors.
The Pennichuck Corporation Board of Directors is very pleased to nominate Mr. Murphy
for consideration by the City of Nashua, in the City’s capacity as the sole shareholder of
Pennichuck Corporation at the Special Meeting. The process that the Board has followed to
identify Mr. Murphy and, ultimately, to nominate him for the City’s consideration follows the
requirements set forth in Pennichuck’s By-Laws. As you know, these By-Laws were first
approved by the City at the time of the City’s acquisition of Pennichuck in January 2012, and
were amended in numerous respects by the City’s action on March 23, 2013. The By-Laws, as
approved by the City, authorizes the Pennichuck Board of Directors to identify and nominate
candidates to fill any vacancy that may arise in Board offices. Once nominated, the City, acting
in its capacity as the sole shareholder of Pennichuck, then has the power to consider a
nomination, and ultimately, to approve and elect the nominee to serve as a Pennichuck Director.
Mr. Murphy, if elected, would serve as a Class B director, filling the vacancy resulting from the
resignation of James McMahon from the Pennichuck Board.
Enclosed please find the following documents with respect to the Special Meeting of Sole
Shareholder:
1. Notice of Special Meeting of Sole Shareholder / Proxy Statement
2. Proxy Card
