Unite Group PLC — AGM Information 2022

Apr 6, 2022

NOTICE OF ANNUAL GENERAL MEETING 2022

on Thursday 12 May 2022 at 9.30am

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.

If you are in any doubt as to any aspect of the proposals referred to in this document or as to the action you should take, you should seek your own advice from a stockbroker, solicitor, accountant, or other independent professional adviser authorised under the Financial Services and Markets Act 2000 if you are in the United Kingdom, or, if not, from another appropriately authorised independent financial adviser.

If you have sold or otherwise transferred all of your shares in The Unite Group plc, please forward this letter to the purchaser or transferee, or to the bank, stockbroker or other agent through whom the sale or transfer was effected.

The UNITE Group plc Company Number. 03199160 Registered in England and Wales Registered Office: South Quay, Temple Back, Bristol, BS1 6FL

Letter from the Chair

Dear Shareholder

On behalf of the Directors of The Unite Group plc (the Company), I am writing to you with details of the 2022 Annual General Meeting (AGM) of the Company which will be held on Thursday 12 May 2022 at 9.30am.

The formal notice is set out on pages 3 to 5 of this document, followed by the explanatory notes of the business to be conducted at the AGM detailing the resolutions that the shareholders are being asked to vote on.

Meeting arrangements

The AGM will be held as a physical in person meeting this year at the Company's registered office at South Quay, Temple Back, Bristol BS1 6FL.

In light on the ongoing Covid-19 pandemic, shareholders, proxies and corporate representatives who plan on attending the meeting in person are politely asked not to if they are displaying any symptoms of Covid-19, or have recently been in contact with anyone who has tested positive. In order to further reduce the risk of the spread of the virus, we encourage those planning to attend the meeting in person to take a lateral flow test beforehand, on the day of the meeting. Our current policy is that face coverings must be worn while on Unite premises.

If changes to the arrangements outlined in this document are required, the revised arrangements will be publicised on our website (www.unite-group.co.uk/investors/agm) and if appropriate a RNS announcement will be issued.

Notwithstanding the return to the usual format of the AGM this year, the Board considers it important that there are opportunities to listen to views of shareholders and give them the opportunity to ask questions of the Board. As such, shareholders are invited to ask questions of the Board ahead of the AGM. These should be sent to: CoSecAGM2022@unitestudents.com. When submitting your question, please include your Shareholder Reference Number ('SRN') which can be found on your Form of Proxy or Share Certificate. The Board will seek to respond to questions received by 5pm on Friday 29 April 2022 no later than Thursday 5 May 2022 in order to give shareholders an opportunity to consider these answers for your proxy voting. The Board anticipates publishing questions and responses on the Company's website at: www.unite-group.co.uk/investors/agm.

Voting

If you are unable to attend the AGM in person, you may still vote on matters coming before the meeting by appointing a proxy and providing instructions as to how your proxy should vote on each of the proposed resolutions. You may appoint the Chair of the meeting as your proxy to vote on your behalf or you may appoint another person who must attend the meeting in order to vote on your behalf. To appoint a proxy for the AGM, please complete the Form of Proxy and return it to our registrars as soon as possible. Alternatively, you can register your proxy vote electronically by logging on to www.investorcentre.co.uk/eproxy or, if you are a member of CREST, via Computershare Investor Services PLC (ID 3RA50). The registrars must receive your proxy appointment by 9.30 a.m. on Tuesday 10 May 2022.

Notice of Publication of Annual Report

The Unite Group plc Annual Report and Accounts 2021 has been published on the Company's website www.unite-group.co.uk/investors. If you have elected to receive shareholder correspondence in hard copy, then the Annual Report will accompany this Notice of Meeting. Should you wish to change your election at any time, you can do so by contacting our registrars.

Explanatory notes

Explanatory notes on each of the resolutions being proposed at the AGM are included in this document after the formal Notice of Meeting.

Recommendation

The Board considers that each of the proposals detailed in this Notice of Meeting will be of benefit to and in the best interests of the Company and the shareholders as a whole. The Directors intend to vote in favour of all resolutions in respect of their own beneficial holdings of ordinary shares in the Company and unanimously recommend other shareholders to do likewise.

Yours sincerely

Richard Huntingford

Chair 23 March 2022

Notice of Annual General Meeting

Notice is hereby given that the Annual General Meeting ('AGM') of The Unite Group plc (the Company) will be held at the Company's registered office at South Quay, Temple Back, Bristol BS1 6FL at 9.30am on 12 May 2022.

The AGM will consider and, if thought fit, pass Resolutions 1 to 16 as ordinary resolutions and Resolutions 17 to 19 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 2021 together with the Directors' Report, the Strategic Report and the auditor's report on those annual accounts (the Annual Report and Accounts).

Directors' Remuneration Policy

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

Annual Report on Remuneration

1. To approve the Directors' Remuneration Report (other than the part containing the Directors' Remuneration Policy) contained in the Annual Report and Accounts.

Final Dividend

1. To declare a final dividend for the year ended 31 December 2021 of 15.6p per ordinary share payable on 20 May 2022 to shareholders on the register of members of the Company at the close of business on 19 April 2022.

Re-election of Directors

• 1. To re-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 Mrs 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.

Notice of Annual General Meeting continued

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):
  2. (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 £33,262,527 (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 £33,262,527;
  3. (b) To allot equity securities (as defined in Section 560(1) of the Act) up to an aggregate nominal amount of £66,525,054 (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 a 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 11 August 2023 being the date falling 15 months from the passing of this Resolution or, if earlier, at the conclusion of the next annual general meeting 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

• 1. That if Resolution 16 (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:
  2. (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 16 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 £4,989,379 (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 annual general meeting of the Company (or, if earlier, at the close of business on 11 August 2023, 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 16 (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 17 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:
  2. (a) limited to the allotment of equity securities or sale of treasury shares up to a nominal amount of £4,989,379 (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
  3. (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 annual general meeting of the Company (or, if earlier, at the close of business on 11 August 2023, 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.

By order of the Board

Christopher Szpojnarowicz

Company Secretary 23 March 2022

Registered office: South Quay Temple Back Bristol BS1 6FL

Registered in England and Wales with registered number 03199160

Explanatory notes to the resolutions to be proposed at the meeting

Resolutions 1 to 16 are proposed as ordinary resolutions. This means that for each of those resolutions to be passed, more than half of the votes cast must be in favour of the Resolution. Resolutions 17 to 19 are proposed as special resolutions. This means that for each of those resolutions to be passed, at least three-quarters of the votes cast must be in favour of the resolution.

Resolution 1: Annual Report and Accounts

The Company is required to present its report and accounts to shareholders at its AGM. The Annual Report and Accounts for the year ended 31 December 2021 are available on the Company's website at www.unite-group.co.uk/investors and have been sent to those shareholders who have elected to receive a hard copy.

Resolution 2: Directors' Remuneration Policy

Resolution 2 is proposed as an ordinary resolution to approve a new Directors' Remuneration Policy as set out on pages 143 to 152 of the Annual Report and Accounts. The current remuneration policy was approved at the May 2019 annual general meeting and therefore the remuneration policy is due for approval at this year's AGM in line with the requirements set out in the Companies Act 2006.

Once approved, the Directors' Remuneration Policy is binding on the Company and will be valid for up to three financial years without a new shareholder approval. During this time the Company will not be able to make payments to a current or past Director unless the payment is consistent with the approved Policy. If the Company wishes to change the Directors' Remuneration Policy, the Company will need to put the revised policy to a vote again before it can implement a new policy. If the new Directors' Remuneration Policy is not approved, the remuneration policy approved at the May 2019 annual general meeting will continue to apply.

The rationale for the proposed changes in the new Directors' Remuneration Policy are explained in the annual statement of the Chair of the Remuneration Committee on pages 134 to 138of the Annual Report and Accounts. The Remuneration Committee has, during 2021, consulted with investors representing around two-thirds of the Company's issued share capital and with proxy advisors (Glass Lewis, the Investment Association and ISS) to seek their views on these proposed changes to the Directors' Remuneration Policy. The proposed changes are aimed at aligning with recent developments in market practice, to support the delivery of the Company's strategy over the coming years, ensuring variable incentives continue to target the right measures to deliver our longer-term strategy, improving alignment with employees across the organisation and to be consistent with the UK Corporate Governance Code 2018.

Resolution 3: Annual report on Remuneration

Resolution 3 asks shareholders to approve the Directors' remuneration report set out on pages 134 to 141 and 153 to 167 of the Annual Report and Accounts. The vote is advisory in nature and the Directors' entitlement to receive remuneration is not conditional on it. The Directors' remuneration report gives details of the Directors' remuneration for the year ended 31 December 2021.

Resolution 4: Final Dividend

If Resolution 4 is approved by shareholders, the final dividend of 15.6p for the year ended 31 December 2021 will be paid on 20 May 2022 to shareholders whose names are on the Company's Register of Members at close of business on 19 April 2022. The final dividend will be fully paid as a Property Income Distribution (PID) of 15.6p and would be paid in either cash or new ordinary shares (for those shareholders who elect to receive a scrip dividend alternative).

Resolutions 5–13: Re-election of Directors

In accordance with the requirements of the UK Corporate Governance Code, each of the Directors offers themselves for re-election at the AGM. Biographies of each of the Directors seeking re-election can be found on pages 92 to 95 of the Annual Report together with the reasons why their contributions are, and continue to be, important to the Company's long-term sustainable success. The Company's Chair confirms that, following the evaluation process, as described on page 115 of the Annual Report, the performance of each Director standing for re-election continues to be effective and that they have each demonstrated a strong commitment to their role.

Resolution 14 &15: Re-Appointment of Deloitte LLP as auditors

The auditors of the Company must be appointed at each general meeting at which accounts are laid to hold office until the conclusion of the next such meeting. The Company proposes Deloitte LLP be re-appointed as the Company's auditors for the next financial year and that the Audit Committee of the Board determine its remuneration. The Audit Committee regularly reviews its relationship with the external auditor and remains satisfied with Deloitte's effectiveness and independence. Further details, including on the Audit Committee's approach to audit tendering, can be found on pages 124 to 125 of the Audit Committee report in the 2021 Annual Report and Accounts.

Resolution 16: Authority to allot shares

Resolution 16 will be proposed as an ordinary resolution to grant the Directors authority to allot shares in the Company, and grant rights to subscribe for, or to convert, any security into shares of the Company, up to the aggregate amount stated in the Notice. This authority, if passed, will renew the authority approved by shareholders at the annual general meeting in 2021.

The Investment Association (IA) guidelines on directors' authority to allot shares state that IA members will regard as routine resolutions seeking authority to allot shares representing up to two- thirds of the Company's issued share capital, provided that any amount in excess of onethird of the Company's issued share capital is only used to allot shares pursuant to a fully pre-emptive rights issue. In light of these guidelines, the Board considers it appropriate, and Resolution 16 provides, that the Directors be granted authority to allot shares in the capital of the Company up to a maximum nominal amount of £66,525,054 (representing two-thirds of the Company's issued ordinary share capital as at the date of the Notice). If the Company wishes to allot more than a nominal amount of £33,262,527 (representing one-third of the Company's issued ordinary share capital) then any additional amount can only be allotted pursuant to a rights issue.

The Directors have no present intention of using this authority, however they consider it desirable to maintain the flexibility that this authority provides. This authority will last until the end of the annual general meeting held in 2023, or if earlier 11 August 2023.

As at the date of this Notice, the Company does not hold any shares in treasury.

Resolutions 17 and 18: Disapplication of pre-emption rights resolutions

If the Directors wish to allot new shares and other equity securities for cash (other than in connection with an employee share scheme), company law requires that these shares are offered first to the shareholders, in proportion to their existing holdings. The Directors consider it desirable to have the maximum flexibility permitted by corporate governance guidelines to respond to market developments and to enable allotments to take place to finance business opportunities without making a pre-emptive offer to existing shareholders. This cannot be done under the Companies Act 2006 unless the shareholders have first waived their pre-emption rights. The purpose of Resolutions 17 and 18 (together the 'disapplication of pre- emptions rights resolutions') is to enable shareholders to so waive their pre-emption rights.

Resolution 17 authorises the Directors to allot new shares pursuant to the authority given by Resolution 16 (the allotment resolution) for cash:

• (a) in connection with a rights issue or pre-emptive issue; and/or
• (b) otherwise up to the aggregate amount stated in the Notice (which represents not more than 5% of the nominal value of the issued share capital of the Company as at the date of the Notice), in each case without the shares first being offered to existing shareholders in proportion to their existing holdings.

Resolution 18 additionally authorises the Directors to allot new shares for cash, without the shares first being offered to existing shareholders in proportion to their existing holdings, in connection with the financing (or refinancing, if the authority is to be used within six months of the original transaction) of an acquisition or specified capital investment which is announced contemporaneously with the allotment or which has taken place in the preceding six-month period and is disclosed in the announcement of the allotment.

The authority under Resolution 18 is limited to the aggregate amount stated in the Notice (which represents not more than 5% of the nominal value of the issued share capital of the Company as at the date of the Notice).

Taken together, these disapplication of pre-emption rights resolutions will allow the Directors to issue new shares for cash without offering the shares first to existing shareholders in proportion to their existing holdings under the following circumstances:

• • in connection with a rights issue or other pre-emptive issue, with a nominal value equivalent to two-thirds of the issued share capital as at the date of the Notice (which will allow the Directors to make exclusions or such other arrangements as may be appropriate to resolve legal or practical problems which, for example, might arise with overseas shareholders);
• • for any other purpose, with a nominal value equivalent to 5% of the issued share capital as at the date of the Notice; and
• • in connection with the financing or refinancing of an acquisition or specified capital investment which is announced contemporaneously with the allotment or which has taken place in the preceding six-month period and is disclosed in the announcement of the allotment, with a nominal value equivalent to 5% of the issued share capital as at the date of the Notice, but subject to an overall aggregate limit equivalent to two-thirds of the issued share capital as at the date of the Notice.

Explanatory notes to the resolutions to be proposed at the meeting continued

The Directors intend to adhere to the provisions in the Pre- Emption Group's Statement of Principles and not to allot shares for cash on a non-pre-emptive basis pursuant to the authority in Resolution 16 either in excess of an amount equal to 5% of the total issued ordinary share capital of the Company or in excess of an amount equal to 7.5% of the total issued ordinary share capital of the Company within a rolling three-year period, without prior consultation with shareholders. Adherence to the Statement of Principles would not preclude issuances under the authority sought under Resolution 18.

The allotment and the disapplication of pre-emption rights resolutions comply with the Share Capital Management Guidelines issued by the Investment Association in July 2016 and the disapplication of pre-emption rights resolutions follow the resolution templates issued by the Pre-Emption Group in May 2016.

As noted above in connection with Resolution 16, the Directors have no present intention of using this authority, however they consider it desirable to maintain the flexibility that this authority provides. If the resolutions are passed, the authorities will expire at the end of the next AGM of the Company or, if earlier, 11 August 2023, this being the date 15 months from the passing of the resolutions, whichever is the earlier.

Resolution 19: Notice of General Meetings (other than an annual general meeting)

This resolution renews the authority that was given at the Company's last annual general meeting. The notice period required by the Companies Act 2006 for general meetings of the Company is 21 clear days unless shareholders approve a shorter notice period, which cannot be less than 14 clear days. Annual general meetings must always be held on at least 21 clear days' notice. At the annual general meeting held in 2021, shareholders authorised the calling of general meetings other than an annual general meeting on not less than 14 clear days' notice, and it is proposed that this authority be renewed. The authority granted by this Resolution 19, if passed, will be effective until the Company's next annual general meeting when it is intended that a similar resolution will be proposed. The shorter notice period would not be used as a matter of routine for such meetings, but only where the flexibility is merited by the business of the meeting and is thought to be to the advantage of shareholders as a whole.

• 1. A member of the Company who is entitled to attend, speak and vote at the meeting is entitled to appoint a proxy to exercise all or any of his/her rights. A member may appoint more than one proxy provided each proxy is appointed to exercise rights attached to different shares (so a member must have more than one share to be able to appoint more than one proxy). A shareholder may appoint the Chair of the meeting as a proxy to vote on their behalf.
• 1. A proxy must vote in accordance with any instructions given by the member by whom the proxy is appointed. A form of proxy which may be used to make such appointment and give proxy instructions accompanies this notice. You can only appoint a proxy using the procedures set out in these notes and the notes to the proxy form.
• 1. To be valid, any form of proxy, and the original or duly certified copy of the power of attorney or other authority (if any) under which it is signed or authenticated, must be received by hand or by post at Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZY, no later than 9.30am on 10 May 2022.
• 1. CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so for the meeting and any adjournment(s) thereof by following the procedures described in the CREST Manual.
• 1. CREST Personal Members or other CREST sponsored members, and those CREST members who have appointed a voting service provider, should refer to their CREST sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf.
• 1. In order for a proxy appointment or instruction made by means of CREST to be valid, the appropriate CREST message (a CREST Proxy Instruction) must be properly authenticated in accordance with Euroclear UK & Ireland Limited's (Euroclear) specifications, and must contain the information required for such instruction, as described in the CREST Manual. The message, regardless of whether it constitutes the appointment of a proxy, the revocation of a proxy or is an amendment to the instruction given to a previously appointed proxy must, in order to be a valid, be transmitted so as to be received by the Company's agent (CREST ID 3RA50) by the latest time for receipt of proxy appointments specified in note 3 above. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the message by the CREST Application Host) from which the Company's agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. After this time any change of instructions to proxies appointed through CREST should be communicated to the appointee through other means.
• 1. CREST members and, where applicable, their CREST sponsors or voting service providers, should note that Euroclear does not make available special procedures in CREST for any particular message. Normal system timings and limitations will, therefore, apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member, or sponsored member, or has appointed a voting service provider, to procure that his/her CREST sponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In this connection, CREST members and, where applicable, their CREST sponsors or voting service providers are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings.
• 1. The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001 (as amended).
• 1. If you would like to submit your proxy vote via the internet, you can do so by accessing our registrar's website (www.eproxyappointment.com). You will require the control number, your unique PIN (which will expire at the end of the voting period) and your Shareholder Reference Number (SRN), printed on the proxy card, in order to log in and submit your proxy vote electronically. If you submit your proxy via the internet it should reach the registrar by 9.30 a.m. on 10 May 2022. Should you complete your proxy form electronically and then post a hard copy, the form that arrives last will be counted to the exclusion of instructions received earlier, whether electronic or posted. Please refer to the terms and conditions of the service on the website.
• 1. If you are an institutional investor you may be able to appoint a proxy electronically via the Proxymity platform, a process which has been agreed by the Company and approved by the Registrar. For further information regarding Proxymity, please go to www.proxymity.io. Your proxy must be lodged by 9.30am on 10 May 2022 in order to be considered valid. Before you can appoint a proxy via this process you will need to have agreed to Proxymity's associated terms and conditions. It is important that you read these carefully as you will be bound by them and they will govern the electronic appointment of your proxy.

Notes continued

• 1. In the case of joint holders of shares, where more than one of the joint holders purports to appoint a proxy, only the appointment submitted by the most senior holder will be accepted. Seniority is determined by the order in which the names of the joint holders appear in the Company's register of members in respect of the joint holding (the first-named being the most senior).
• 1. If you submit more than one valid proxy appointment in respect of the same shares, the appointment received last before the latest time for the receipt of proxies will take precedence.
• 1. Any person to whom this notice has been sent who is a person nominated under section 146 of the Act to enjoy information rights (a Nominated Person) may, under an agreement between him/her and the shareholder by whom he/she was nominated, have a right to be appointed (or to have someone else appointed) as a proxy for the meeting. If a Nominated Person has no such proxy appointment right or does not wish to exercise it, he/she may, under any such agreement, have a right to give instructions to the shareholder as to the exercise of voting rights.
• 1. The statement of the rights of shareholders in relation to the appointment of proxies above does not apply to Nominated Persons. These rights can only be exercised by shareholders of the Company.
• 1. Pursuant to Part 13 of the Companies Act 2006 and Regulation 41 of the Uncertificated Securities Regulations 2001 (as amended), the Company specifies that only those shareholders registered in the register of members of the Company at 6:00pm on 10 May 2022 (or, if the meeting is adjourned, 48 hours before the timed fixed for the adjourned meeting) shall be entitled to attend or vote at the meeting (either in person or by proxy) in respect of the number of shares registered in their name at that time. In each case, changes to the register of members of the Company after such time shall be disregarded in determining the rights of any person to attend or vote at the meeting.
• 1. As at 23 March 2022 (the latest practicable date prior to the publication of this Notice), the Company's issued share capital comprised 399,150,324 ordinary shares carrying one vote each at a general meeting of the Company. No ordinary shares were held in treasury and therefore the total voting rights in the Company as at 23 March 2022 are 399,150,324.
• 1. You may not use any electronic address provided either in this notice of meeting or any related documents (including the proxy form) to communicate with the Company for any purposes other than those expressly stated.
• 1. The Company must cause to be answered at the meeting any question relating to the business being dealt with at the meeting which is put by a member in attendance, except (a) to do so would interfere unduly with the preparation for the meeting or involve the disclosure of confidential information, (b) the answer has already been given on a website in the form of an answer to a question, or (c) it is undesirable in the interests of the Company or the good order of the meeting that the question be answered. The Company will not provide an answer to any question submitted ahead of the meeting in any of these circumstances.
• 1. A copy of this Notice, and other information required by Section 311A of the CA 2006, can be found at www.unite-group.co.uk.
• 1. It is possible that, pursuant to requests made by members of the Company under Section 527 of the Act, the Company may be required to publish on a website a statement setting out any matter relating to: (a) the audit of the Company's accounts (including the auditor's report and the conduct of the audit) that are to be laid before the meeting; or (b) any circumstance connected with an auditor of the Company ceasing to hold office since the previous meeting at which annual accounts and reports were laid in accordance with Section 437 of the Act. The Company may not require the members requesting any such website publication to pay its expenses in complying with Sections 527 or 528 of the Act. Where the Company is required to place a statement on a website under Section 527 of the Act, it must forward the statement to the Company's auditor not later than the time when it makes the statement available on the website. The business which may be dealt with at the meeting includes any statement that the Company has been required under Section 527 of the Act to publish on a website.
• 1. Under sections 338 and 338A of the Companies Act 2006, members meeting the threshold requirements in those sections have the right to require the Company: (i) to give, to members of the Company entitled to receive notice of the meeting, notice of a resolution which those members intend to move (and which may properly be moved) at the meeting; and; (ii) to include in the business to be dealt with at the meeting any matter (other than a proposed resolution) which may properly be included in the business at the meeting, providing in each case that the requirements of those sections are met and that the request is received by the Company not later than six clear weeks before the meeting or if later the time at which notice is given of the meeting.
• 1. A member that is a company or other organisation not having a physical presence cannot attend in person but can appoint someone to represent it. This can be done in one of two ways: either by the appointment of a proxy (as described in the notes above) or of a corporate representative. Members considering the appointment of a corporate representative should check their own legal position, the Company's articles of association and the relevant provisions of the Act.
• 1. Subject to them remaining accessible in light of any restrictions or guidance introduced in connection with the Covid-19 pandemic, the following documents are available for inspection at the registered office of the Company during the usual business hours on any weekday (Saturday, Sunday or public holidays excluded) from the date of this notice until the conclusion of the meeting and will also be available for inspection at the place of the meeting from 9.15am on the day of the meeting until its conclusion:
  2. (a) copies of the Executive Directors' service contracts with the Company and any of its subsidiary undertakings; and
  3. (b) letters of appointment of the Non-Executive Directors.
• 1. The Company will process personal data that shareholders provide to the Company, including the personal data of a shareholder's proxy if a proxy is provided. Personal data includes all data provided by shareholders, or on behalf of shareholders, which relates to: (1) the shareholder, including name and contact details, the votes that the shareholder casts and any other personal data collected by the controller regarding the shareholder; and (2) any person who is identified as a proxy by a shareholder via form of proxy, including their name and contact details. Please note that if shareholders either provide the personal data of a proxy, or send a proxy to a meeting in their place, the Company requires the shareholder to communicate this privacy information to such proxy.

The Company and any third party to which it discloses the data (including the Company's registrar) may process such data for the purposes of maintaining the Company's records, meeting management, managing corporate actions, fulfilling the Company's obligations to shareholders, fulfilling the Company's legal obligations and communicating with shareholders. The Company's lawful bases for the processing described above, for the purposes described above, is that the processing is necessary in order for the Company to: (1) fulfil its legitimate interests; and (2) comply with its legal obligations. All of this data will be processed in accordance with the Company's privacy policy which can be accessed at https://www.unitegroup.com/privacy-policy .

The Unite Group plc

South Quay Temple Back Bristol BS1 6FL +44 (0) 117 302 7000 info@unite-students.com

www.unite-group.co.uk www.unitestudents.com