Unite Group PLC — AGM Information 2024

May 17, 2024

Company No. 03199160

The Companies Act 2006 ___________________________

Public company limited by shares ____________________________

Ordinary and Special resolutions Of The Unite Group plc passed on 16 May 2024

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

All resolutions were passed as ordinary resolutions, except resolutions 4, 5, 19, 20 and 23 which 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 2023 together with the Directors' Report, the Strategic Report and the auditor's report on those annual accounts (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 2023 of 23.6 pence per ordinary share payable on 24 May 2024 to shareholders on the register of members of the Company at the close of business on 19 April 2024.

Special Resolutions

Revision to Article 142.1 (Authority to pay scrip dividends)

1. That Article 142.1 of the articles of association of the Company be replaced with the following:

142.1Authority to pay scrip dividends

The Board may with the prior authority of a resolution of the Company (being an ordinary resolution unless a special resolution is required in accordance with Article 142.1(b)) and subject to such conditions as the Board may determine and provided that the Company has sufficient unissued shares and undistributed profits or reserves to give effect to it, offer to

any holders of Ordinary Shares 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 (to be determined by the Board) of any dividend specified by the resolution. The following provisions shall apply:

• (a) the said resolution may specify a particular dividend, or may specify all or any dividends declared within a specified period or periods but such period may not end later than the beginning of the third annual general meeting following the date of the meeting at which such resolution is passed;
• (b) the entitlement of each holder of Ordinary Shares to new Ordinary Shares shall be such that the relevant value of the entitlement shall, unless the Board otherwise determines, be as nearly as possible equal to the cash amount and may with the authority of a special resolution of the Company exceed such cash amount (disregarding any tax credit) of the dividend that such holder would have received by way of dividend. For this purpose "relevant value" shall be calculated by reference to the average of the middle market quotations for the Ordinary Shares on the London Stock Exchange, as derived from the Daily Official List, for the day on which the Ordinary Shares are first quoted "ex" the relevant dividend and the four subsequent dealing days, or in such other manner as determined in accordance with the resolution passed pursuant to paragraph (a) of this Article or as the Board may determine on such basis as it considers to be fair and reasonable. A certificate or report by the Auditors as to the amount of the relevant value in respect of any dividend shall be conclusive evidence of that amount and in giving such a certificate or report the Auditors may rely on advice or information from such brokers or other sources of information as they think fit;
• (c) no fractions of a share shall be allotted and the Directors may make such provision as they think fit for dealing with the case of shares otherwise becoming distributable in fractions including provisions whereby, in whole or in part, the benefit of the fractional entitlements accrues to the Company rather than to the members concerned;
• (d) the Directors may specify a minimum number of Ordinary Shares in respect of which the right of election may be exercised;
• (e) without prejudice to Article 142.2 (Election mandates), the Board shall, after determining the basis of allotment, notify the holders of Ordinary Shares in writing of the right of election offered to them and specify the procedure to be followed and place at which and the latest time by which (being at least 21 clear days after the despatch of the notice) elections must be lodged in order to be effective. A form of election lodged in respect of a particular dividend in relation to which the Directors have announced their intention to offer elections may not be revoked as regards the said dividend unless prior to the latest time specified by the Directors for lodgement of elections in respect of the said dividend written notice of revocation is lodged at the place specified by the Directors as aforesaid;
• (f) the Board may exclude from any offer or impose any restrictions on any holders of Ordinary Shares or any Ordinary Shares on which dividends are payable in foreign currency as they think necessary or desirable where the Board considers that the making of the offer to them or in respect of such shares would or might involve the contravention of the laws of any territory or that such exclusions or restrictions are necessary or expedient;
• (g) the Board may determine that every duly effected election in respect of any Ordinary Shares shall be binding on every successor in title to their holder;
• (h) the dividend (or that part of the dividend in respect of which a right of election has been offered) shall not be payable on Ordinary Shares in respect of which an election has been duly made (the "elected Ordinary Shares") and instead additional Ordinary Shares shall be allotted to the holders of the elected Ordinary Shares on the basis of allotment determined as aforesaid. For such purpose the Board may capitalise out of any amount for the time being standing to the credit of any reserve or fund (including any share premium account or capital redemption reserve) or of any of the profits which could otherwise have been applied in paying dividends in cash as the Board may determine, a sum equal to the aggregate nominal amount of the additional Ordinary Shares to be allotted on that basis and apply it in paying up in full the appropriate number of unissued Ordinary Shares for allotment and distribution to the holders of the elected Ordinary Shares on that basis. A Board resolution capitalising any part of such reserve or fund or profits shall have the same effect as if such capitalisation had been declared by ordinary resolution of the Company in accordance with Article 144 (Capitalisation of reserves) and in relation to any such capitalisation the Board may exercise all the powers conferred on them by Article 144 (Capitalisation of reserves) without need of such ordinary resolution;
• (i) the additional Ordinary Shares so allotted shall rank pari passu in all respects with each other and with the fully paid Ordinary Shares in issue on the record date for the dividend in respect of which the right of election has been offered except that they will not rank for any dividend or other distribution or other entitlement (including the relevant dividend and the share election in lieu of such dividend) which has been declared, paid or made by reference to such record date or any earlier record date; and
• (j) the Board may terminate, suspend or amend any offer of the right to elect to receive Ordinary Shares in lieu of any cash dividend at any time (whether temporarily or otherwise) and shall not proceed with any election unless the Company has sufficient unissued shares authorised for issue and sufficient reserves or funds that may be capitalised to give effect to it after the basis of allotment is determined.

Enhanced Scrip Dividend Alternative

1. That, subject to Resolutions 3 and 4 in this Notice being duly passed, the Directors be generally and unconditionally authorised to offer shareholders the right to elect to receive, instead of cash in respect of the final 2023 dividend of 23.6 pence per ordinary share of 25 pence each in the capital of the Company, such number of new ordinary shares of 25 pence each in the capital of the Company, credited as fully paid, as is equal to up to 105% of 23.6 pence divided by the "scrip reference share price", provided that no enhancement shall be offered if the scrip reference share price is 920 pence or below. For these purposes the scrip reference share price shall be calculated in the same manner as set out in Article 142.1(b) of the articles of association of the Company.

Ordinary Resolutions

Election and Re-election of Directors

• 1. To re-elect Richard Huntingford as a Director of the Company
• 1. To re-elect Joe Lister as a Director of the Company
• 1. To re-elect Ross Paterson as a Director of the Company
• 1. To re-elect 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 Thomas Jackson as a Director of the Company
• 1. To re-elect Professor Sir Steve Smith as a Director of the Company
• 1. To re-elect Nicola Dulieu as a Director of the Company
• 1. To elect Michael Burt as a Director of the Company
• 1. To elect Angela Jain 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 & Risk 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) 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'):

2. a. up to an aggregate nominal amount of £36,322,065 (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 £36,322,065;

3. b. up to an aggregate nominal amount of £72,664,131 (representing approximately two-thirds of the nominal value of the issued ordinary share capital of the Company as at the date of this notice) provided they are equity securities (as defined in section 560(1) of the Act) (such amount to be reduced by the nominal amount of any allotments or grants made under paragraph (a) above) in connection with a fully pre-emptive offer:
   • i. 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 15 August 2025 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 18 (Authority to allot shares) is passed, the Board be authorised pursuant to section 570 and section 573 of the Companies Act 2006 (the Act) to allot equity securities (as defined in the Act) 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 Act 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 18 in connection with a fully pre-emptive offer) 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;

• (b) to the allotment of equity securities or sale of treasury shares (otherwise than under paragraph (a) above) up to a nominal amount of £10,896,619 (this amount representing not more than 10% of the nominal value of the issued ordinary share capital of the Company as at the date of this notice),
• (c) to the allotment of equity securities or sale of treasury shares (otherwise than under paragraph (a) or paragraph (b) above) up to a nominal amount equal to 20% of any allotment of equity securities or sale of treasury shares from time to time under paragraph (b) above, such authority under this paragraph (c) to be used only for the purposes of making a followon offer which the Directors determine to be of a kind contemplated by paragraph 3 of Section 2B of 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 15 August 2025, 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 (or treasury shares to be sold) after the authority expires and the Board may allot equity securities (and sell treasury shares) under any such offer or agreement as if the authority had not expired.

• 1. That if Resolution 18 (Authority to allot shares) is passed and in addition to any authority granted under Resolution 19, the Board be authorised pursuant to section 570 and section 573 of the Companies Act 2006 (the Act) to allot equity securities (as defined in the Act) for cash under the authority given by Resolution 18 and/or to sell ordinary shares held by the Company as treasury shares for cash as if section 561(1) of the Act 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 £10,896,619 (this amount representing not more than 10% of the nominal value of the issued ordinary share capital of the Company as at the date of this notice), such authority to be used only for the purposes of financing (or refinancing, if the authority is to be used within twelve months after the original transaction) a transaction which the Board of the Company determines to be either an acquisition or a specified 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; and
  3. b. limited to the allotment of equity securities or sale of treasury shares (otherwise than under paragraph (a) above) up to a nominal amount equal to 20% of any allotment of equity securities or sale of treasury shares from time to time under paragraph (a) above, such authority to be used only for the purposes of making a follow-on offer which the Directors determine to be of a kind contemplated by paragraph 3 of Section 2B of 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 5 August 2025, 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) under any such offer or agreement as if the authority had not expired.

Ordinary Resolutions

Approve the Unite Group Plc Restricted Share Plan

• 1. That:
• a) the rules of The Unite Group plc Restricted Share Plan (the 'RSP'), the principal terms of which are summarised in Appendix 3 to this notice, and a copy of which is produced to the meeting and signed by the Chair for the purposes of identification, be approved and the directors be authorised to do all things which they may, in their discretion, consider necessary or expedient to operate and give effect to the RSP; and
• b) the directors be authorised to adopt further plans based on the RSP but modified as may be necessary or desirable to take account of local tax, exchange control or securities laws in overseas territories, provided that any cash or shares made available under such further plans are treated as counting against any limits on individual or overall participation in the RSP.

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, provided the entitlement of each such holder to new ordinary shares shall be as nearly as possible equal to the cash amount (disregarding any tax credit) of the dividend that such holder would have received by way of dividend, 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.

Special Resolution

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.

……………………………. Secretary