Uniti : Scheme of Arrangement Legally Effective

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ASX Announcement (UWL)

Scheme of Arrangement Legally Effective

21 July 2022: Uniti Group Limited (Uniti or Company) (ASX:UWL) refers to the announcement made earlier today and confirms that it has lodged an office copy of the orders made by the Federal Court approving the scheme of arrangement under which MBC BidCo Pty Ltd (MBC), an entity wholly owned by a consortium comprising The Morrison & Co Infrastructure Partnership, Commonwealth Superannuation Corporation and BIF IV One Holdings LP (a special purpose limited partnership managed by Brookfield), will acquire 100% of the issued shares in Uniti (Scheme) with the Australian Securities and Investments Commission (ASIC).

Lodgment of Federal Court Orders and Suspension of Trading

An office copy of the Federal Court orders lodged with ASIC is attached to this announcement as Annexure A.

The Scheme is now legally effective, and it is expected that quotation of Uniti Shares on the ASX will be suspended from the close of trading today (Thursday, 21 July 2022).

Payment of Scheme Consideration and Permitted Dividend

Uniti Shareholders who are on the Uniti Register at the Permitted Dividend Record Date of 7.00pm AEST (Sydney, Melbourne) on Friday, 22 July 2022 and continue to hold their Uniti Shares on the Scheme Record Date of 7.00pm AEST (Sydney, Melbourne) on Thursday, 28 July 2022 will receive the Cash Consideration of $5.00 per Uniti Share, comprising:

• $4.895 per Uniti Share by way of cash payable by MBC; plus
• $0.105 per Uniti Share by way of Permitted Dividend payable by Uniti.

The Rollover Shareholders who elected to receive a portion of their Scheme Consideration as Scrip Consideration will be issued 0.315594 RPS Management Shares and 0.684406 Ordinary Management Shares in TopCo for each dollar of Cash Consideration they would have otherwise received for each Scheme Share they hold at the Scheme Record Date (being 7.00pm AEST (Sydney, Melbourne) on Thursday, 28 July 2022).

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ATO Class Ruling

Uniti has applied to the ATO requesting a class ruling regarding the income tax implications for Uniti Shareholders of receiving the Permitted Dividend, including the ability to attach franking credits to the Permitted Dividend. Subject to the receipt of a favourable class ruling from the ATO, and depending on their own tax circumstances, Uniti Shareholders may receive additional value from any franking credits attaching to the Permitted Dividend as previously announced.

Unless otherwise indicated, capitalised terms used in this announcement have the meaning given to them in the Scheme Booklet dated 7 June 2022.

This announcement is authorised for release by the Uniti Board.

Further Information

If you have any questions in relation to the Scheme please contact the Uniti Shareholder Information Line on 1300 737 760 (within Australia) or [phone] (outside Australia), Monday to Friday (excluding public or bank holidays in Adelaide or Sydney, Australia) between 9.00am and 5.00pm AEST (Sydney, Melbourne).

For further information, contact as below:

Investors

Ashe-Lee Jegathesan - Company Secretary

P - 03 9034 7897

E [e-mail]

W -https://investors.unitigrouplimited.com/

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Annexure A - Federal Court Orders lodged with ASIC

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Federal Court of Australia
District Registry: Victoria
Division: General	No: VID278/2022

IN THE MATTER OF UNITI GROUP LIMITED

UNITI GROUP LIMITED ACN 158 957 889

Plaintiff

	ORDER
JUDGE:	JUSTICE BEACH
DATE OF ORDER:	21 July 2022
WHERE MADE:	Melbourne
OTHER MATTERS:

1. There has been produced to the Court a statement in writing by the Australian Securities and Investments Commission (ASIC) in accordance with s 411(17)(b) of the Corporations Act 2001 (Cth) (Act) stating that ASIC has no objection to the Scheme of Arrangement between the plaintiff (Uniti) and its shareholders (Uniti Shareholders) which was agreed to by the Uniti Shareholders at meetings on 15 July 2022.

THE COURT ORDERS THAT:

1. Pursuant to s 411(4)(b) of the Act, the Scheme of Arrangement between Uniti and the Uniti Shareholders agreed to by those shareholders at the meetings held on 15 July 2022 (Scheme), the terms of which are set out in Annexure A to these orders, be and is hereby approved.
2. Pursuant to s 411(12) of the Act, Uniti be exempted from compliance with s 411(11) of the Act in respect of the Scheme.

Note: Entry of orders is dealt with in rule 39.34 of the Federal Court Rules 2011 (Cth).

Prepared in the Victoria District Registry, Federal Court of Australia

Level 7, Owen Dixon Law Courts, 305 William Street, Telephone [phone]

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Date that entry is stamped: 21 July 2022

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Prepared in the Victoria District Registry, Federal Court of Australia

Level 7, Owen Dixon Law Courts, 305 William Street, Telephone [phone]