Agenda

Draft Minutes of the December 13, 2016 Meeting Subject to
Change and Approval by the Nominating and Governance Committee

On motion duly made by S. Genest and seconded by P. Stanley, all of the Committee members then
voting, it was unanimously

Resolved: to recommend to the Board of Directors that the draft Proxy Card, Notice of
Special Meeting of Sole Shareholder and Proxy Statement, as presented and
reviewed at this meeting, be approved; the date of the Special Meeting of
Sole Shareholder to be determined by the Chairman of the Board.

Draft Minutes of the December 13, 2016 Meeting Subject to
Change and Approval by the Nominating and Governance Committee

The public interview ended at 6:25 p.m. and Mr. Murphy and Mr. Goodhue left the meeting.
S. Genest moved that the Committee enter into non-public session to discuss a matter which,
if discussed in public, would likely affect adversely the reputation of a person, pursuant to
RSA 91-A:3, I(c}). E. Dunn seconded the motion.

A roll call of the Committee members was taken, which resulted as follows:

Draft Minutes of the December 13, 2016 Meeting Subject to
Change and Approval by the Nominating and Governance Committee

PENNICHUCK CORPORATION

NOMINATING AND GOVERNANCE COMMITTEE
MINUTES OF DECEMBER 13, 2016 MEETING

A meeting of the Nominating and Governance Committee (“Committee”) of the Board of Directors
of Pennichuck Corporation (“Company”) was held on Tuesday, December 13, 2016 at 5:30 p.m. at
the Company’s offices at 25 Manchester Street, Merrimack, New Hampshire.

Outline of Process Utilized in Search for a New Director
Pennichuck Corporation Board of Directors
Nominating and Governance Committee

Process that the Pennichuck Board of Directors (“Board”) and the Board’s Nominating and
Governance Committee (“Committee”) followed in recruiting a new director for the Pennichuck
Board to fill the vacancy resulting from the resignation of James McMahon:

- The Committee met in June 2016 to discuss the skills and experience desired in a new
Board member.

Fidelity Investments, Merrimack NH Senior Bond Trader (4999-2005)

Corporate and Canadian (2001-2005)

B

In charge of all trading and relative value idea generation for the auto, utility, energy, pipeline, sovereign,
paper, chemical and EETC sectors, which included high yield and crossover securities

Handled all derivative transactions for aforementioned sectors, which included long CDS strategies, as
well as positive and negative basis trades

John M.

Murphy

99 Hawthorne Village Road « Nashua, NH «

OBJECTIVE

To obtain a Utility Board position that fully utilizes my knowledge and experience of municipal and publically owned

utilities.

EXPERIENCE

Fidelity Investments, Merrimack NH Senior Research Analyst (2005-Present)

Research

cd

Chairman, Nominating and Governance Committee

Attention: Suzanne L. Ansara, Corporate Secretary

Pennichuck Corporation

P.O. Box 1947 Merrimack, NH 03054-1947 September 30, 2016

Qualifications for Pennichuck Board Position

PENNICHUCK

PROXY CARD
PENNICHUCK CORPORATION

PROXY for Special Meeting of Sole Shareholder - Friday, March 24, 2017

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

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.

Summary of Proposal to be Voted Upon at the Special Meeting
PROPOSAL 1 -— ELECTION OF DIRECTOR

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 Special 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.