AI assistant
Unite Group PLC Proxy Solicitation & Information Statement 2026
4793_agm-r_2026-03-26_1851d1d2-fc39-4f27-9a6f-97d0867f67e6.pdf
Proxy Solicitation & Information Statement
Open in viewerOpens in your device viewer
UNITE STUDENTS
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 1st Floor, Welcome Building, Avon Street, Bristol, BS2 0PS on 15 May 2026 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 2026
Cast your Proxy online...It'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.
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!
Control Number: 921297
SRN:
PIN:
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 2026 at 9.30 am.
Explanatory Notes:
- 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).
- 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.
- 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.
- 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 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.
- 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.
- 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.
- Any alterations made to this form should be initialed.
- 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. These should be sent to: [email protected]. 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 1 May 2026 no later than Friday 8 May 2026 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
198220_253107_RUN_ONS/000001/000001/SG625/il
131700 D01
Poll Card To be completed only at the AGM if a Poll is called.
| Ordinary Resolutions | For | Against | Vote Withheld |
|---|---|---|---|
| 1. To receive the audited annual accounts of the Company for the year ended 31 December 2025 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 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 2025 of 24.9 pence per ordinary share payable on 29 May 2026 to shareholders on the register of members of the Company at the close of business on 17 April 2026. | ☐ | ☐ | ☐ |
| 4. To re-elect Richard Huntingford as a Director of the Company. | ☐ | ☐ | ☐ |
| 5. To re-elect Joe Lister as a Director of the Company. | ☐ | ☐ | ☐ |
| 6. To re-elect Michael Burt as a Director of the Company. | ☐ | ☐ | ☐ |
| 7. To re-elect Ross Paterson as a Director of the Company. | ☐ | ☐ | ☐ |
| 8. To re-elect Ilaria del Beato as a Director of the Company. | ☐ | ☐ | ☐ |
| 9. To re-elect Dame Shirley Pearce as a Director of the Company. | ☐ | ☐ | ☐ |
| 10. To re-elect Thomas Jackson as a Director of the Company. | ☐ | ☐ | ☐ |
| 11. To re-elect Professor Sir Steve Smith as a Director of the Company. | ☐ | ☐ | ☐ |
| 12. To re-elect Nicola Dulieu as a Director of the Company. | ☐ | ☐ | ☐ |
| 13. To re-elect Angela Jain 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 & Risk Committee of the Board to determine the remuneration of the auditor. | For | Against | Vote Withheld |
| --- | --- | --- | --- |
| 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. Authority for the Company to purchase its own shares. | ☐ | ☐ | ☐ |
| 20. That, a general meeting other than an annual general meeting, may be called on not less than 14 clear days' notice. | ☐ | ☐ | ☐ |
| 21. Ratification of interim dividends and Deeds of Release. | ☐ | ☐ | ☐ |
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 1st Floor, Welcome Building, Avon Street, Bristol, BS2 0PS on 15 May 2026 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 | Against | Vote Withheld |
|---|---|---|---|
| 1. To receive the audited annual accounts of the Company for the year ended 31 December 2025 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 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 2025 of 24.9 pence per ordinary share payable on 29 May 2026 to shareholders on the register of members of the Company at the close of business on 17 April 2026. | ☐ | ☐ | ☐ |
| 4. To re-elect Richard Huntingford as a Director of the Company. | ☐ | ☐ | ☐ |
| 5. To re-elect Joe Lister as a Director of the Company. | ☐ | ☐ | ☐ |
| 6. To re-elect Michael Burt as a Director of the Company. | ☐ | ☐ | ☐ |
| 7. To re-elect Ross Paterson as a Director of the Company. | ☐ | ☐ | ☐ |
| 8. To re-elect Ilaria del Beato as a Director of the Company. | ☐ | ☐ | ☐ |
| 9. To re-elect Dame Shirley Pearce as a Director of the Company. | ☐ | ☐ | ☐ |
| 10. To re-elect Thomas Jackson as a Director of the Company. | ☐ | ☐ | ☐ |
| 11. To re-elect Professor Sir Steve Smith as a Director of the Company. | ☐ | ☐ | ☐ |
| 12. To re-elect Nicola Dulieu as a Director of the Company. | For | Against | Vote Withheld |
| --- | --- | --- | --- |
| 13. To re-elect Angela Jain 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 & Risk 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. Authority for the Company to purchase its own shares. | ☐ | ☐ | ☐ |
| 20. That, a general meeting other than an annual general meeting, may be called on not less than 14 clear days' notice. | ☐ | ☐ | ☐ |
| 21. Ratification of interim dividends and Deeds of Release. | ☐ | ☐ | ☐ |
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
DD / MM / YY
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).
CCS3092
23
UGR
+
131780 001