Unite Group PLC — AGM Information 2021

May 13, 2021

Company No. 03199160

The Companies Act 2006

Public company limited by shares ______________________________

______________________________

Ordinary and Special resolutions

of

The Unite Group plc passed on 13 May 2021

At a general meeting of the Company duly convened and held at South Quay, Temple Back, Bristol, BS1 6FL, the following resolutions were duly passed.

Resolutions 1 to 17 were passed as ordinary resolutions and resolutions 18 to 21 were passed as special resolutions.

Ordinary Resolutions

Annual Report and Accounts

1. To receive the audited annual accounts of the Company for the year ended 31 December 2020 together with the Directors' Report, the Strategic Report and the auditor's report on those annual accounts (the Annual Report and Accounts).

Directors Remuneration Report

1. To approve the Directors' Remuneration Report contained in the Annual Report and Accounts.

Final Dividend

1. To declare a final dividend for the year ended 31 December 2020 of 12.75p per ordinary share payable on 21 May 2021 to shareholders on the register of members of the Company at the close of business on 16 April 2021.

Renewal of Scrip Dividend Scheme

1. That the Directors be and are generally and unconditionally authorised to exercise the power contained in Article 142 of the Company's Articles of Association so that they may offer to any holders of ordinary shares of the Company the right to elect to receive ordinary shares credited as fully paid, in whole or in part instead of cash in respect of the whole or some part of any dividend declared or to be declared by the Company on such terms and conditions as may be determined by the Directors, and that such authority commence from the date of approval of this resolution and expire at the beginning of the third AGM of the Company after the date on which this resolution is passed.

Election and Re-election of Directors

• 1. To elect Mr Richard Huntingford as a Director of the Company.
• 1. To re-elect Mr Richard Smith as a Director of the Company.
• 1. To re-elect Mr Joe Lister as a Director of the Company.
• 1. To re-elect Ms Elizabeth McMeikan as a Director of the Company.
• 1. To re-elect Mr Ross Paterson as a Director of the Company.
• 1. To re-elect Mr Richard Akers as a Director of the Company.
• 1. To re-elect Ms Ilaria del Beato as a Director of the Company.
• 1. To re-elect Dame Shirley Pearce as a Director of the Company.
• 1. To re-elect Mr Thomas Jackson as a Director of the Company.
• 1. To re-elect Professor Sir Steve Smith as a Director of the Company.

Auditors

• 1. To reappoint Deloitte LLP as auditor of the Company to hold office until the conclusion of the next General Meeting at which accounts are laid before the Company.
• 1. To authorise the Audit Committee of the Board to determine the remuneration of the auditor.

Authority to allot shares

• 1. That, in substitution for any equivalent authorities and powers granted to the Directors prior to the passing of this Resolution, the Directors be and are generally and unconditionally authorised in accordance with Section 551 of the Companies Act 2006 (the Act):
• (a) To exercise all powers of the Company to allot shares in the Company, and grant rights to subscribe for or to convert any security into shares of the Company (such shares, and rights to subscribe for or to convert any security into shares of the Company being 'relevant securities'), up to an aggregate nominal amount of £33,184,050 (representing approximately one-third of the nominal value of the issued ordinary share capital of the Company as at the date of this notice), such amount to be reduced by the nominal amount of any allotments or grants made under paragraph (b) below in excess of £33,184,050;
• (b) To allot equity securities (as defined in Section 560(1) of the Act) up to an aggregate nominal amount of £66,368,100 (representing approximately two-thirds of the nominal value of the issued ordinary share capital of the Company as at the date of this notice) (such amount to be reduced by the nominal amount of any allotments or grants made under paragraph above) in connection with an offer by way of rights issue:
  • i In favour of holders of ordinary shares in the capital of the Company at such record date as the Directors may determine, where the equity securities respectively attributable to the interests of such holders are proportionate (as nearly as practicable) to the respective number of ordinary shares in the capital of the Company held by them on any such record date;
  • ii To holders of any other equity securities as required by the rights of those securities or as the Directors otherwise consider necessary,

in each case subject to such exclusions or other arrangements as the Directors may deem necessary or expedient to deal with in relation to treasury shares, fractional entitlements or legal, regulatory or practical problems arising under the laws or requirements of any overseas territory or by virtue of shares being represented by depository receipts or the requirements of any relevant regulatory body or stock exchange or any other matter whatsoever, provided that this authority shall expire (unless previously renewed, varied, extended or revoked by the Company in general meeting) on 12 August 2022 being the date falling 15 months from the passing of this Resolution or, if earlier, at the conclusion of the next AGM of the Company to be held following the passing of this Resolution, save that the Company may at any time before such expiry make an offer or enter into an agreement which would or might require relevant securities to be allotted after such expiry and the Directors may allot relevant securities pursuant to such offer or agreement as if this authority had not expired.

Special Resolutions

Authority to disapply pre-emption rights

• 18 That if Resolution 17 (Authority to allot shares) is passed, the Board be authorised pursuant to section 570 and section 573 of the Companies Act 2006 to allot equity securities (as defined in the Companies Act 2006) for cash under the authority given by that resolution and/or to sell ordinary shares held by the Company as treasury shares for cash as if section 561(1) of the Companies Act 2006 did not apply to any such allotment or sale, such authority to be limited:
• (a) To the allotment of equity securities or sale of treasury shares in connection with an offer of securities (but in the case of the authority granted under paragraph (b) of Resolution 17 by way of rights issue only) in favour of holders of ordinary shares in the capital of the Company at such record date as the Directors may determine and other persons entitled to participate therein where the equity securities respectively attributable to the interests of such holders are proportionate (as nearly practicable) to the respective number of ordinary shares in the capital of the Company held by them on any such record date, subject to such exclusions or other arrangements as the Directors may deem necessary or expedient to deal with in relation to treasury shares, fractional entitlements or legal, regulatory or practical problems arising under the laws or requirements of any overseas territory or by virtue of shares being represented by depository receipts or the requirements of any relevant regulatory body or stock exchange or any other matter whatsoever; and
• (b) To the allotment of equity securities or sale of treasury shares (otherwise than under paragraph above) up to a nominal amount of £4,977,607 (this amount representing not more than five per cent of the nominal value of the issued ordinary share capital of the Company as at the date of this notice),

such authority to expire at the end of the next AGM of the Company (or, if earlier, at the close of business on 12 August 2022, this being the date which is 15 months after the date of this meeting) but, in each case, prior to its expiry the Company may make offers, and enter into agreements, which would, or might, require equity securities to be allotted (and treasury shares to be sold) after the authority expires and the Board may allot equity securities (and sell treasury shares) pursuant to any such offer or agreement as if the authority had not expired.

• 1. That if Resolution 17 (Authority to allot shares) is passed, the Board be authorised pursuant to section 570 and section 573 of the Companies Act 2006 in addition to any authority granted under Resolution 18 to allot equity securities (as defined in the Companies Act 2006) for cash under the authority given by that resolution and/or to sell ordinary shares held by the Company as treasury shares for cash as if section 561(1) of the Companies Act 2006 did not apply to any such allotment or sale, such authority to be:
• (a) limited to the allotment of equity securities or sale of treasury shares up to a nominal amount of £4,977,607 (this amount representing not more than 5 per cent of the nominal value of the issued ordinary share capital of the Company as at the date of this notice); and
• (b) used only for the purposes of financing (or refinancing, if the authority is to be used within six months after the original transaction) a transaction which the Board of the Company determines to be an acquisition or other capital investment of a kind contemplated by the Statement of Principles on Disapplying Pre-Emption Rights most recently published by the Pre-Emption Group prior to the date of this notice, such authority to expire at the end of the next AGM of the Company (or, if earlier, at the close of business on 12 August 2022, this being the date which is 15 months after the date of this meeting) but, in each case, prior to its expiry the Company may make offers, and enter into agreements, which would, or might, require equity securities to be allotted (and treasury shares to be sold) after the authority expires and the Board may allot equity securities (and sell treasury shares) pursuant to any such offer or agreement as if the authority had not expired.

Notice of General Meetings

1. That, a general meeting other than an Annual General Meeting may be called on not less than 14 clear days' notice.

Articles of Association

21 That, with effect from the end of the AGM, the articles of association produced to the meeting and signed by the Chairman for the purpose of identification, are adopted as the articles of association of the Company in substitution for, and to the exclusion of, the Company's existing articles of association.

……………………………. Secretary