Unite Group PLC — Proxy Solicitation & Information Statement 2022

Apr 6, 2022

Attendance Card

Please bring this card with you to the Meeting and present it at Shareholder registration/accreditation.

The Chair of The Unite Group plc invites you to attend the Annual General Meeting of the Company to be held at South Quay, Temple Back, Bristol BS1 6FL on 12 May 2022 at 9.30 am.

Shareholder Reference Number

Please detach this portion before posting this proxy form.

Form of Proxy - Annual General Meeting to be held on 12 May 2022

To be effective, all proxy appointments must be lodged with the Company's Registrars at: Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZY by 10 May 2022 at 9.30 am.

Explanatory Notes:

• 1. Shareholders are invited to ask questions of the Board. These should be sent to: CoSecAGM2022@unitestudents.com. (see note 9.) Every holder has the right to appoint some other person(s) of their choice, who need not be a shareholder, as his proxy to exercise all or any of his rights, to attend, speak and vote on their behalf at the meeting. If you wish to appoint a person other than the Chair, please insert the name of your chosen proxy holder in the space provided (see reverse). If the proxy is being appointed in relation to less than your full voting entitlement, please enter in the box next to the proxy holder's name (see reverse) the number of shares in relation to which they are authorised to act as your proxy. If returned without an indication as to how the proxy shall vote on any particular matter, the proxy will exercise his discretion as to whether, and if so how, he votes (or if this proxy form has been issued in respect of a designated account for a shareholder, the proxy will exercise his discretion as to whether, and if so how, he votes).
• 2. To appoint more than one proxy, an additional proxy form(s) may be obtained by contacting the Registrar's helpline on 0370 707 1376 or you may photocopy this form. Please indicate in the box next to the proxy holder's name (see reverse) the number of shares in relation to which they are authorised to act as your proxy. Please also indicate by marking the box provided if the proxy instruction is one of multiple instructions being given. All forms must be signed and should be returned together in the same envelope.
• 3. The 'Vote Withheld' option overleaf is provided to enable you to abstain on any particular resolution. However, it should be noted that a 'Vote Withheld' is not a vote in law and will not be counted in the calculation of the proportion of the votes 'For' and 'Against' a resolution.
• 4. Pursuant to Regulation 41 of the Uncertificated Securities Regulations 2001, entitlement to attend and vote at the meeting and the number of votes which may be cast thereat will be determined by reference to the Register of Members of the Company at close of business on the day which is two days before the day of the meeting. Changes to entries on the Register of Members after that time shall be disregarded in determining the rights of any person to attend and vote at the meeting.

Kindly Note: This form is issued only to the addressee(s) and is specific to the unique designated account printed hereon. This personalised form is not transferable between different: (i) account holders; or (ii) uniquely designated accounts. The Company and Computershare Investor Services PLC accept no liability for any instruction that does not comply with these conditions.

• 5. To appoint one or more proxies or to give an instruction to a proxy (whether previously appointed or otherwise) via a designated voting platform, any such messages must be received by the issuer's agent prior to the specified deadline within the relevant system. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp generated by the relevant designated voting platform) from which the issuer's agent is able to retrieve the message. The Company may treat as invalid a proxy appointment sent via a designated voting platform in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.
• 6. The above is how your address appears on the Register of Members. If this information is incorrect please ring the Registrar's helpline on 0370 707 1376 to request a change of address form or go to www.investorcentre.co.uk to use the online Investor Centre service.
• 7. Any alterations made to this form should be initialled.
• 8. The completion and return of this form will not preclude a member from attending the meeting and voting in person. Shareholders are invited to ask questions of the Board.
• 9. 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 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.

All Named Holders

	Ordinary Resolutions	For	Against	Vote Withheld
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).
2.	To approve the Directors' Remuneration Policy contained in the Annual Report and Accounts.
3.	To approve the Directors' Remuneration Report (other than the part containing the Directors' Remuneration Policy) contained in the Annual Report and Accounts.
4.	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.
5.	To re-elect Mr Richard Huntingford as a Director of the Company.
6,	To re-elect Mr Richard Smith as a Director of the Company.
7.	To re-elect Mr Joe Lister as a Director of the Company.
8.	To re-elect Ms Elizabeth McMeikan as a Director of the Company.
9.	To re-elect Mr Ross Paterson as a Director of the Company.
10.	To re-elect Mrs Ilaria del Beato as a Director of the Company.

		For	Against	Vote Withheld
11.	To re-elect Dame Shirley Pearce as a Director of the Company.
12.	To re-elect Mr Thomas Jackson as a Director of the Company.
13.	To re-elect Professor Sir Steve Smith as a Director of the Company.
14.	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.
15.	To authorise the Audit Committee of the Board to determine the remuneration of the auditor.
16.	To authorise the directors generally and unconditionally, to exercise all power to allot relevant securities.
	Special Resolutions
17.	To disapply statutory pre-emption rights on the allotment of shares.
18.	To disapply statutory pre-emption rights on the allotment of shares for an acquisition or capital investment.
19.	That, a general meeting other than an annual general meeting, may be called on not less than 14 clear days' notice.

Form of Proxy

Please complete this box only if you wish to appoint a third party proxy other than the Chair. Please leave this box blank if you want to select the Chair. Do not insert your own name(s).

I/We hereby appoint the Chair of the Meeting OR the person indicated in the box above as my/our proxy to attend, speak and vote in respect of my/our full voting entitlement* on my/our behalf at the Annual General Meeting of The Unite Group plc to be held at South Quay, Temple Back, Bristol BS1 6FL on 12 May 2022 at 9.30 am, and at any adjourned meeting.

*

* For the appointment of more than one proxy, please refer to Explanatory Note 2 (see front).

	Please use a black pen. Mark with an X Please mark here to indicate that this proxy appointment is one of multiple appointments being made. inside the box as shown in this example. Vote									Vote
	Ordinary Resolutions	For	Against	Withheld				For	Against	Withheld
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).				11.	To re-elect Dame Shirley Pearce as a Director of the Company.
2.	To approve the Directors' Remuneration Policy contained in the Annual Report and Accounts.				12.	To re-elect Mr Thomas Jackson as a Director of the Company.
3.	To approve the Directors' Remuneration Report (other than the part containing the Directors' Remuneration Policy) contained in the Annual Report and Accounts.				13.	To re-elect Professor Sir Steve Smith as a Director of the Company.
4.	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.				14.	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.
5.	To re-elect Mr Richard Huntingford as a Director of the Company.				15.	To authorise the Audit Committee of the Board to determine the remuneration of the auditor.
6,	To re-elect Mr Richard Smith as a Director of the Company.				16.	To authorise the directors generally and unconditionally, to exercise all power to allot relevant securities.
7.	To re-elect Mr Joe Lister as a Director of the Company.				17.	Special Resolutions To disapply statutory pre-emption rights on the allotment of shares.
8.	To re-elect Ms Elizabeth McMeikan as a Director of the Company.				18.	To disapply statutory pre-emption rights on the allotment of shares for an acquisition or capital investment.
9.	To re-elect Mr Ross Paterson as a Director of the Company.				19.	That, a general meeting other than an annual general meeting, may be called on not less than 14 clear days' notice.
10.	To re-elect Mrs Ilaria del Beato as a Director of the Company.

I/We instruct my/our proxy as indicated on this form. Unless otherwise instructed the proxy may vote as he or she sees fit or abstain in relation to any business of the meeting.

Signature	Date

In the case of a corporation, this proxy must be given under its common seal or be signed on its behalf by an attorney or officer duly authorised, stating their capacity (e.g. director, secretary).

H 1 0 4 6 0 3 U G R

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR ATTENTION. If you are in any doubt as to the action you should take you are recommended to seek advice from your stockbroker, bank manager, solicitor, accountant or other professional adviser authorised under the Financial Services and Markets Act 2000. The right to elect for New Shares under the terms of this offer is strictly non-transferable.

The Unite Group plc,

Registered in England and Wales No 03199160, South Quay House Temple Back Bristol BS1 6FL

Do not complete this Mandate Form if you wish to receive your dividends in cash.

Scrip Dividend Scheme - Mandate Form for future dividends

If you want to join the Scrip Dividend Scheme (the "Scrip Scheme") of The Unite Group plc (the "Company") please sign this Mandate Form and return it to the Company's Registrar, Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol, BS99 6ZZ (the "Registrar") in the envelope provided.

The full terms and conditions of the Scrip Scheme are set out in the Scrip Dividend terms and conditions accompanying this Mandate Form and are also available on the Company's website www.unite-group.co.uk/investors or by contacting the Registrar. The terms used in this Mandate Form have the same meaning as those set out in the terms and conditions of the Scrip Scheme.

To the Directors of the Company

I/We, the undersigned, being the registered holder(s) of Shares, confirm that I/we have read and understood the terms and conditions of the Scrip Scheme and wish to participate on the terms as set out in the Scheme information guide.

By signing this Mandate Form, I/we elect to receive an allotment of Shares in respect of any future dividend in respect of which a Scrip Dividend alternative is offered in respect of my/our entire shareholding, until this instruction is revoked by me/us, subject to and accordance with the terms and conditions of the scheme as modified from time to time and the Company's Articles of association.

I/We authorise you to send at my/our risk by first class post a definitive share certificate, as appropriate, in respect of any Shares allotted to me/us under the Scrip Scheme.

Signature (1) Please sign in box below Signature (2) Please sign in box below Date

Signature (3) Please sign in box below Signature (4) Please sign in box below

In the case of joint holders ALL must sign. In the case of a corporation this form should be signed by two authorised signatories (e.g. Director & Company Secretary) stating their capacity. Alternatively, this form can be signed by a director of the company in the presence of a witness who attests the signature or under its common seal.

If you hold your shares in uncertificated form (in CREST), you should NOT complete or return this form. Forms received in respect of an uncertificated account will not be accepted and will be rejected. If you hold your shares in uncertificated form (in CREST) and wish to participate in the Scheme, you will need to make an election for each relevant dividend by means of the CREST procedures (as set out in section 1 of the Scheme information guide).

This Mandate Form is personalised and addressed only to the Shareholder (or the designated shareholding of that Shareholder) appearing on the face of this Mandate Form. Elections indicated on this Mandate Form can only be made in respect of the Shares to which such identified holdings relate. This Mandate Form is not transferable between Shareholders or their respective designated holdings. The Company and the Registrar accept no liability if the incorrect Mandate Form is used or if the Shareholder alters any such Mandate Form, the pre-printed identifying marks or the instructions on such Mandate Form in any way.

You must complete and return your Mandate form no later than 15 business days before a future dividend payment date to be effective for that dividend.

Any questions about this Mandate Form should be addressed to Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol, BS99 6ZZ (Telephone 0370 707 1376).

Computershare Investor Services PLC, Registered in England & Wales, Company No. 3498808, Registered Office: The Pavilions, Bridgwater Road, Bristol BS13 8AE. Computershare Investor Services PLC is authorised and regulated by the Financial Conduct Authority.