Board Of Aldermen

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. There is a vacancy on the Board in Class B
due to the resignation of a Board member in September 2017. The Board of Directors is
nominating Deborah Novotny for election as a Class B director to fill the vacancy in Class B.

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.”

V2 PENNICHUCK”

PENNICHUCK CORPORATION
25 Manchester Street
Merrimack, New Hampshire 03054

PROXY STATEMENT

2019 Annual Meeting of Sole Shareholder
To be Held on Saturday, May 4, 2019 at 9:00 a.m.

YW, PENNICHUCK’

OE

PENNICHUCK CORPORATION
25 Manchester Street
Merrimack, New Hampshire 03054

NOTICE OF ANNUAL MEETING OF SOLE SHAREHOLDER
To be Held on Saturday, May 4, 2019 at 9:00 a.m.

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

PENNICHUCK” 25 MANCHESTER STREET

PO BOX 1947
MERRIMACK, NH 03054-1947

(603) 882-5191
FAX (603) 913-2305

VIA HAND DELIVERY

WWW.PENNICHUCK.COM

March 25, 2019

Ms. Lori Wilshire, President
Board of Aldermen

City of Nashua

229 Main Street

Nashua, NH 03060

Dear President Wilshire:

ORDINANCE AMENDED 0O-19-040

15. In Chapter 50 “Personnel”, Article 1 “General Provisions”, Section 50-3 “Amendments”,
subsection B:

Ҥ50-3. Amendments.

ORDINANCE AMENDED O-19-040

11. In Chapter 12 “Boards, Committees and Commissions”, Article VI “Cable Television
Advisory Board”, Section 12-20 “Membership”, subsection G:

Ҥ 12-20. Membership.

CTAB will consist of 15 members total....The members are as follows:

G. The Director of the Information Technology Divisien Department or his or her
designee.”

ORDINANCE AMENDED O-19-046

“AR-HCLE SH
Infermation-Feehnelegy-Division

9. In Chapter 5 “Administration of Government”, Part 4 “Officers and Employees”, Article
XVII “Purchasing Manager”, Section 5-92 “Information Technology Division participation in
purchasing process”:

Ҥ 5-92. Information Technology Division participation in purchasing process.

ORDINANCE AMENDED O-19-040

7. In Chapter 5 “Administration of Government”, Part 3 “Administrative Code”, Article XI
“Financial Services Division”, delete Section 5-53.1 “Additional departments” in its entirety:

Ҥ 5-534, Additional departments.

The Fj ‘al Services Division shall} ised of the follow ‘ditional
departments:

#c—— Purchasing Department “The rayor shalt appoint ¢ Purchasing Manager ia

ORDINANCE AMENDED O-19-040

5. In Chapter 5 “Administration of Government”, Part 3 “Administrative Code”, Article V
“Office of the Mayor”, Section 5-38.1 “Direct reports to Mayor”:

Ҥ 5-38.1. Direct reports to Mayor.

A.