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Unite Group PLC Proxy Solicitation & Information Statement 2025

Mar 27, 2025

4793_agm-r_2025-03-27_31f2081e-962f-4821-9a5e-4b0ab74144b3.pdf

Proxy Solicitation & Information Statement

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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 15 May 2025 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 15 May 2025

@ Cast your Proxy onlineIt's fast, easy and secure!
www.investorcentre.co.uk/eproxy
You will be asked to enter the Control Number, Shareholder Reference Number (SRN) and PIN shown
opposite and agree to certain terms and conditions.
Control Number: 920680
SRN:
PIN:
Invest in our environment Register at www.investorcentre.co.uk
Register today and make a positive impact by electing for electronic communications & manage your holding online!

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 13 May 2025 at 9.30 am.

Explanatory Notes:

  • 1. Shareholders are invited to ask questions of the Board. These should be sent to: [email protected] (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).
  • 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

Kindly Note: This form is issued only to the addressee(s) and is specific to the All Named Holders 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.

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.

  • 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.
  • 9. Shareholders are invited to ask questions of the Board. These should be sent to: CoSecAGM2025@ 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 2 May 2025 no later than Thursday 8 May 2025 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/investors/agm.
All Named Holders
Poll Card To be completed only at the AGM if a Poll is called.
Vote
1. Ordinary Resolutions
To receive the audited annual accounts of the Company for the year ended 31
December 2024 together with the Directors' Report, the Strategic Report and the
auditor's report on those annual accounts (the Annual Report and Accounts).
For Against Withheld
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 2024 of 24.9 pence per
ordinary share payable on 30 May 2025 to shareholders on the register of members of
the Company at the close of business on 22 April 2025.
5. To re-elect Richard Huntingford as a Director of the Company.
6. To re-elect Joe Lister as a Director of the Company.
7. To re-elect Michael Burt 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 re-elect Angela Jain as a Director of the Company.
15. 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.
16. To authorise the Audit & Risk Committee of the Board to determine the remuneration
of the auditor.
Vote
For Against Withheld
17. To approve the renewal of the Unite Group plc 2011 Performance Share Plan.
18. To approve the renewal of the Unite Group plc 2011 Approved Employee Share
Option Scheme.
19. To authorise the directors generally and unconditionally, to exercise all power to allot
relevant securities.
Special Resolutions
20. To disapply statutory pre-emption rights on the allotment of shares.
21. To disapply statutory pre-emption rights on the allotment of shares for an acquisition or
capital investment.
22. Authority for the Company to purchase its own shares.
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 Act 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 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 15 May 2025 at 9.30 am, and at any adjourned meeting.

*

Ordinary Resolutions For Vote
Against Withheld
1. To receive the audited annual accounts of the Company for
the year ended 31 December 2024 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 accounts are laid before the Company.
part containing the Directors' Remuneration Policy) contained
in the Annual Report and Accounts.
determine the remuneration of the auditor.
4. To declare a final dividend for the year ended 31 December
2024 of 24.9 pence per ordinary share payable on
30 May 2025 to shareholders on the register of members of
Performance Share Plan.
the Company at the close of business on 22 April 2025.
5. To re-elect Richard Huntingford as a Director of the Company. Employee Share Option Scheme.
6. To re-elect Joe Lister as a Director of the Company. exercise all power to allot relevant securities.
Special Resolutions
7. To re-elect Michael Burt as a Director of the Company. of shares.
8. To re-elect Ross Paterson as a Director of the Company. shares for an acquisition or capital investment.
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.

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

13. To re-elect Nicola Dulieu as a Director of the Company.
14. To re-elect Angela Jain as a Director of the Company.
15. 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.
16. To authorise the Audit & Risk Committee of the Board to
determine the remuneration of the auditor.
17. To approve the renewal of the Unite Group plc 2011
Performance Share Plan.
18. To approve the renewal of the Unite Group plc 2011 Approved
Employee Share Option Scheme.
19. To authorise the directors generally and unconditionally, to
exercise all power to allot relevant securities.
Special Resolutions
20. To disapply statutory pre-emption rights on the allotment
of shares.
21. To disapply statutory pre-emption rights on the allotment of
shares for an acquisition or capital investment.
22. Authority for the Company to purchase its own shares.
23. That, a general meeting other than an annual general meeting,
may be called on not less than 14 clear days' notice.

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

Signature
-- ----------- -- -- --

/ /

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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