Unite Group PLC — AGM Information 2019

Jul 23, 2019

The Companies Act 2006

______________________________ Public company limited by shares ______________________________

Ordinary resolution

of

The Unite Group plc

(the "Company")

(passed on 23 July 2019)

At a general meeting of the Company duly convened and held at the offices of Numis Securities Limited at the London Stock Exchange Building, 10 Paternoster Square, London EC4M 7LT, United Kingdom at 10.30am on 23 July 2019, the following resolution was duly passed as ordinary resolution:

Approval of the Acquisition and allotment of Consideration Shares

THAT

• i. the acquisition by the Company of Liberty Living, as described in the circular to the shareholders of the Company dated 4 July 2019, substantially on the terms and subject to the conditions set out in the sale and purchase agreement between the Company and Liberty Living Holdings Inc. dated 3 July 2019 (as amended, modified, restated or supplemented from time to time) (the "Sale and Purchase Agreement") (the "Acquisition"), together with all other agreements and ancillary arrangements contemplated by the Sale and Purchase Agreement, be and is hereby approved, and that the directors of the Company (the "Directors") be authorised to make any amendments, variations, waivers or extensions to the terms of the Acquisition or the Sale and Purchase Agreement (providing such amendments, variations, waivers or extensions are not of a material nature) which they in their absolute discretion consider necessary, appropriate or desirable and to take all such steps and to do all such things which they consider necessary, appropriate or desirable to implement, or in connection with, the Acquisition, including, without limitation, the waiver of any conditions to the Sale and Purchase Agreement; and
• ii. without prejudice to all existing authorities conferred on the Directors by the Company, the Directors be and are hereby generally and unconditionally authorised in accordance with section 551 of the Companies Act 2006 to exercise all the powers of the Company to allot and issue shares in the Company, or to grant rights to subscribe for, or to convert any security into, shares in the Company ("Rights"), to Liberty Living Holdings Inc. (or as it may direct) (the "Consideration Shares") pursuant to or in connection with the Acquisition up to an aggregate nominal amount of £18,145,572, provided that this authority shall expire at the conclusion of the Company's annual general meeting to be held in 2020, save that the Company shall be entitled to make an offer or agreements before the expiry of such authority which would or might require shares to be allotted or Rights to be granted after such expiry and the directors of the Company shall be entitled to allot shares and grant Rights pursuant to any such offer or agreement as if this authority had not expired.

…………………………….

Secretary