Unite Group PLC — Proxy Solicitation & Information Statement 2024

Apr 10, 2024

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 16 May 2024 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 16 May 2024

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 14 May 2024 at 09.30 am.

Explanatory Notes:

• Shareholders are invited to ask questions of the Board. These should be sent to: CoSecAGM2024@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 their proxy to exercise all or any of their 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 their discretion as to whether, and if so how they vote (or if this proxy form has been issued in respect of a designated account for a shareholder, the proxy will exercise their discretion as to whether, and if so how, they vote)
• 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
• 1. 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
• 1. 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.

• 1. To appoint one or more proxies or to give an instruction to a proxy (whether previously appointed on 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.
• 1. 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.
• 1. Any alterations made to this form should be initialled
• 1. The completion and return of this form will not preclude a member from attending the meeting and voting in person
• 1. Shareholders are invited to ask questions of the Board. These should be sent to: CoSecAGM2024@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 3 May 2024 no later than Thursday 9 May 2024 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 3 May 2024 no later than Thursday 9 May 2024 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.unitegroup.com.

All Named Holders

Poll Card To be completed on اهوااوه فن الوم

	911
	Ordinary Resolutions 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).	For	Vote Against Withheld
	2. To approve the Directors' Remuneration Report (other than the part containing the Directors' Remuneration Policy) contained in the Annual Report and Accounts.
	3. 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
ব	To approve the revision to Article 142.1 (Authority to pay scrip dividends).
	5. To approve the Enhanced Scrip Dividend Alternative to the 2023 Final Dividend.
	Ordinary Resolutions
ర	To re-elect Richard Huntingford as a Director of the Company
	7. To re-elect Mr Joe Lister as a Director of the Company.
8.	To re-elect Ross Paterson as a Director of the Company.
	9. To re-elect Ilaria del Beato as a Director of the Company.
	10 To re-elect Dame Shirley Pearce as a Director of the Company.
	11. To re-elect Thomas Jackson as a Director of the Company.
	12 To re-elect Professor Sir Steve Smith as a Director of the Company
	13. To re-elect Nicola Dulieu as a Director of the Company.
	14. To elect Michael Burt as a Director of the Company

		VOTA
	For	Against Withheld
15. To elect Angela Jain as a Director of the Company.
16. To reappoint Deloitte LLP as auditor of the Company to hold office until the condusion of the next General Meeting at which accounts are laid before the Company.
17. To authorise the Audit & Risk Committee of the Board to determine the remuneration of the auditor.
18. To authorise the directors generally and unconditionally, to exercise all power to allot relevant securities
Special Resolutions
19 To disapply statutory pre-emption rights on the allotment of shares.
20. To disapply statutory pre-emption rights on the allotment of shares for an acquisition or capital investment
Ordinary Resolutions
21. To approve the Unite Group Plc Restricted Share Plan.
22. To approve the renewal of Scrip Dividend Scheme.
Special Resolution
23. That, a general meeting other than an annual general meeting, may be called on not less than 14 clear days' notice.

Signature

In the case of a Corporation, a letter of representation will be required (in accordance with S323 of the Companies Active 2006) unless this has already been lodged at registration

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 Chairman. Do not insert your own name(s).

I We hereby appoint the Chair of 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 16 May 2024 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 mark here to indicate that this proxy appointment is one of multiple appointments being made.

Please use a black pen. Mark with an X inside the box as shown in this example.

×

	Ordinary Resolutions	For	Vote Against Withheld		For	Vote Against Withheld
	1. To receive the audited annual accounts of the Company for the year ended 31 December 2023 together with the Directors'			12. To re-elect Professor Sir Steve Smith as a Director of the Company.
	Report, the Strategic Report and the auditor's report on those annual accounts (the Annual Report and Accounts).			13. To re-elect Nicola Dulieu as a Director of the Company
	2. To approve the Directors' Remuneration Report (other than the part containing the Directors' Remuneration Policy) contained in the Annual Report and Accounts			14. To elect Michael Burt as a Director of the Company.
	3. To declare a final dividend for the year ended 31 December			15. To elect Angela Jain as a Director of the Company
	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.			16. 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
	Special Resolutions
	4. To approve the revision to Article 142.1 (Authority to pay scrip dividends)			17. To authorise the Audit & Risk Committee of the Board to determine the remuneration of the auditor.
	5 To approve the Enhanced Scrip Dividend Alternative to the 2023 Final Dividend			18. To authorise the directors generally and unconditionally, to exercise all power to allot relevant securities.
Ordinary Resolutions				Special Resolutions
	6. To re-elect Richard Huntingford as a Director of the Company.			19 To disapply statutory pre-emption rights on the allotment of shares.
	7. To re-elect Mr Joe Lister as a Director of the Company.			20. To disapply statutory pre-emption rights on the allotment of shares for an acquisition or capital investment
ప్	To re-elect Ross Paterson as a Director of the Company.			Ordinary Resolutions
				21. To approve the Unite Group Plc Restricted Share Plan.
	9. To re-elect Ilaria del Beato as a Director of the Company.
				22. To approve the renewal of Scrip Dividend Scheme.
	10. To re-elect Dame Shirley Pearce as a Director of the Company.			Special Resolution
				23. That, a general meeting other than an annual general meeting,
	11. To re-elect Thomas Jackson as a Director of the Company.			may be called on not less than 14 clear days' notice.

I We instruct my/our proxy as indicated on this form. Intructed the proxy may vote as he or she sees fit or abstain in relating. Signature Date

CCS2127

DD VVVVV

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).

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