Unite : Amended Articles of Association

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"Board" means the board of Directors for the time being of the Company or the Directors present at a duly convened meeting of Directors at which a quorum is present.

"CA2006" means the Companies Act 2006.

"certificated" means (in relation to a share) a share which is not an uncertificated share.

"Chairman" means the chairman (if any) of the Board or, where the context requires, the chairman of a general meeting of the Company.

"clear days" means (in relation to a period of notice of a meeting or the period before a meeting by which a request must be received or sum deposited or tendered) the period of the specified length, excluding the day when the notice is served, the request received or the sum deposited or tendered (or deemed to be served, received, deposited or tendered) and the day of the meeting, and, unless expressly provided to the contrary in these Articles, for the purposes of calculating a period of clear days, account shall be taken of all days regardless of whether or not they are working days.

"Company" means The Unite Group plc (registered in England and Wales with company number 3199160).

"Companies Acts" has the meaning set out in Section 2, CA2006.

"Conflicted Director" means (in relation to a Relevant Situation) a Director who has made a submission for authorisation in respect of that Relevant Situation.

"default shares" has the meaning set out in Article 74.1 (Disenfranchisement notice).

"Deputy Chairman" means the deputy chairman (if any) of the Board or, where the context requires, the deputy chairman of a general meeting of the Company.

"Director" means a director for the time being of the Company.

"disenfranchisement notice" has the meaning set out in Article 74.1 (Disenfranchisement notice).

"dividend" means a distribution or a bonus.

"document" means any document, including, but not limited to, any summons, notice, order or other legal process and registers.

"elected Ordinary Shares" has the meaning set out in Article 142.1(h) (Authority to pay scrip dividends).

"electronic address" means any address or number used for the purposes of sending or receiving documents or information by electronic means.

"electronic form" has the meaning set out in Section 1168, CA2006.

"electronic means" has the meaning set out in Section 1168(4), CA2006.

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"financial institution" has the meaning set out in Section 778(2), CA2006.

"Group" means the Company and its subsidiaries and subsidiary undertakings (as such expressions are defined in Sections 1159 and 1162, CA2006 respectively) from time to time, and "Group Company" means any undertaking in the Group.

"hard copy form" has the meaning set out in Section 1168(2), CA2006.

"holder" means (in relation to any share) the member whose name is entered in the Register as the holder or, where the context permits, the members whose names are entered in the Register as the joint holders of that share.

"hybrid meeting" has the meaning set out in Article 48B (Form of general meetings);

"Independent Director" means (in relation to Article 120 (Board authorisation of conflicts of interest)) the Directors, other than the Conflicted Director and any other Director(s) interested in the Relevant Situation.

"London Stock Exchange" means London Stock Exchange plc.

"member" means a member of the Company or, where the context requires, a member of the Board or of any committee of the Board.

"Office" means the registered office for the time being of the Company.

"Official List" means the official list of the Financial Conduct Authority.

"Operator" means the operator as defined in the Uncertificated Regulations of the relevant Uncertificated System.

"Ordinary Shares" means ordinary shares of 25 pence each in the capital of the Company.

"paid up" means paid up or credited as paid up.

"Participating Security" means a share or class of shares or a renounceable right of allotment of a share, title to which is permitted to be transferred by means of an Uncertificated System in accordance with the Uncertificated Regulations.

"person entitled by transmission" means a person whose entitlement to a share in consequence of the death or bankruptcy of a member or of any other event giving rise to its transmission by operation of law has been noted in the Register.

"physical meeting" has the meaning set out in Article 48B (Form of general meetings);

"prescribed period" means, in a case where the default shares represent at least 0.25% in nominal value of their class, 14 days and in any other case, 28 days.

"principal place" has the meaning set out in Article 51.3 (Attendance and participation at different places);

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"recognised investment exchange" has the meaning set out in Section 285, Financial Services and Markets Act 2000.

"record date" has the meaning set out in Article 145 (Record dates).

"Register" means the register of members of the Company to be kept pursuant to Section 113, CA2006 or, as the case may be, any overseas branch register kept pursuant to Article 108 (Overseas registers).

"Relevant Situation" means a matter or situation in which a Director has, or can have, a direct or indirect interest that conflicts, or possibly may conflict, with the interests of the Company (including, without limitation, in relation to the exploitation of any property, information or opportunity, whether or not the Company could take advantage of it)

"Seal" means the common seal of the Company or, where the context allows, any official seal kept by the Company pursuant to Section 50, CA2006.

"Section 793 notice" means a notice issued pursuant to Section 793, CA2006.

"Secretary" means the secretary for the time being of the Company or any other person appointed to perform any of the duties of the secretary of the Company including (subject to the provisions of the Acts) a joint, temporary, assistant or deputy secretary.

"sent" or "supplied" has the meaning set out in Section 1148(2), CA2006.

"share" means a share in the capital of the Company.

"uncertificated" means (in relation to a share) a share to which title may be transferred by means of an Uncertificated System in accordance with the Uncertificated Regulations.

"Uncertificated Regulations" means the Uncertificated Securities Regulations 2001 (SI 2001/3755), as amended and for the time being in force.

"Uncertificated System" means a relevant system (as such is defined in the Uncertificated Regulations).

"United Kingdom" means Great Britain and Northern Ireland.

"withdrawal notice" has the meaning set out in Article 74.2 (Withdrawal notice).

"working day" means a day that is not a Saturday or Sunday, Christmas Day, Good Friday or any day that is a bank holiday under the Banking and Financial Dealings Act 1971 in the part of the United Kingdom where the Company is registered.

"writing" means printing, typewriting, lithography, photography and any other mode or modes of representing or reproducing words, symbols or other information in a legible and non-transitory form (and any combination of such forms) and "written" shall be construed accordingly.

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1. General interpretation
   Unless the context otherwise requires:
2. 1. words in the singular include the plural and vice versa;
   2. words importing the masculine gender include the feminine gender;
   3. a reference to a person includes a body corporate and an unincorporated body of persons;
   4. a reference to a "conflict of interest" shall include a conflict of interest and duty and a conflict of duties; and
   5. a reference to an Uncertificated System is a reference to the Uncertificated System in respect of which the particular share or class of shares or renounceable right of allotment of a share is a Participating Security.
3. Statutory definitions
   Save as otherwise provided in sub-paragraph 2.1 of this Article 2, and unless the context otherwise requires, words or expressions contained in these Articles shall bear the same meaning as in the Acts.
4. Statutory provisions
   In these Articles, a reference to any statute or provision or schedule of a statute shall include any orders, regulations or other subordinate legislation made under it and shall, unless the context otherwise requires, include any modification, re-enactment or re-statement of it for the time being in force and the same principle of construction shall be applied to any order, regulations or other subordinate legislation.
5. Resolutions
   Where for any purpose an ordinary resolution of the Company is required, a special resolution shall also be effective
6. Headings
   The headings are inserted for convenience only and shall not affect the construction of these Articles.
7. Documents or information being sent or supplied by or to a company
   References in these Articles to documents or information being sent or supplied by or to a company (including the Company) shall be construed in accordance with the provisions of Section 1148(3), CA2006.

1. Public company
   The Company is to be a public company.
2. Liability of members

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The liability of the members is limited to the amount, if any, unpaid on the shares held by them.

5. Domicile and Office

The Office shall be situated in England and Wales at such place as the Board shall from time to time appoint.

1. Share capital

1. Allotment
   Subject to the provisions of the Acts and to any relevant authority of the Company in general meeting, unissued shares at the date of adoption of these Articles and any shares hereafter created shall be at the disposal of the Board which may allot (with or without conferring rights of renunciation), grant options over, offer or otherwise deal with or dispose of them, or grant rights to subscribe for or convert any security into shares, to such persons (including the Directors themselves), at such times and generally on such terms and conditions as the Board may decide, provided that no share shall be issued at a discount.
2. Power to attach rights and issue redeemable shares

1. Rights attaching to shares
   Subject to the provisions of the Acts and to any special rights for the time being attached to any existing shares, the Company may allot or issue any shares or have attached to them such preferred, deferred or other special rights or restrictions whether in regard to dividends, voting, transfer, return of capital or otherwise as the Company may from time to time by ordinary resolution determine or if no such resolution has been passed or so far as the resolution does not make specific provision, as the Board may determine.
2. Power to issue redeemable shares
   Subject to the provisions of the Acts and to any special rights for the time being attached to any existing shares, any share may be issued which is, or at the option of the Company or of the holder of such share, liable to be redeemed.
3. Terms, conditions and manner of redemption

Subject to the provisions of the CA2006 and save as otherwise provided in these Articles, the Directors may determine the terms, conditions and manner of redemption of any redeemable shares provided they must do so before the shares are allotted.

1. [not used]
2. Commission and brokerage
   The Company may exercise the powers conferred by the Acts to pay commissions or brokerage to any person in consideration of his subscribing or agreeing to subscribe (whether absolutely or conditionally) for any shares in the Company, or procuring or

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agreeing to procure subscriptions (whether absolute or conditional) for any shares in the Company to the full extent permitted by the Acts. Subject to the provisions of the Acts, any such commission or brokerage may be satisfied by the payment of cash, the allotment of fully or partly paid shares, the grant of an option to call for an allotment of shares or any combination of such methods.

1. Trusts not to be recognised
   Except as otherwise expressly provided by these Articles, as required by law or as ordered by a court of competent jurisdiction, the Company shall not recognise any person as holding any share on any trust and (except as aforesaid) the Company shall not be bound by or recognise (even if having notice of it) any equitable, contingent, future, partial or other claim to or interest in any share or any interest in any fractional part of a share except an absolute right of the holder or (in the case of a share warrant) of the bearer of the warrant, to the whole of the share.
2. Renunciation of shares
   Subject to the provisions of the Acts and of these Articles, the Directors may at any time after the allotment of any share but before any person has been entered in the Register as the holder recognise a renunciation of it by the allottee in favour of some other person and may accord to any allottee of a share the right to effect such renunciation upon and subject to such terms and conditions as the Directors may think fit to impose.
3. Fractions

1. Power to deal with fractional entitlements
   Whenever as the result of any consolidation, division or sub-division of shares any member would become entitled to fractions of a share, the Board may deal with the fractions as it thinks fit and in particular (but without prejudice to the generality of the foregoing) the Board may determine which of the shares of such holder are to be treated as giving rise to such fractional entitlement and may decide that any of those shares shall be consolidated with any of the shares of any other holder or holders which are similarly determined by it to be treated as giving rise to a fractional entitlement for such other holder or holders into a single consolidated share and the Board may on behalf of all such holders, sell such consolidated share for the best price reasonably obtained to any person (including the Company) and distribute the net proceeds of sale after deduction of the expenses of sale in due proportion among those holders (except that any amount otherwise due to a holder, being less than £3 or such other sum as the Board may from time to time determine may be retained for the benefit of the Company).
2. Sale of fractions
   For the purposes of any sale of consolidated shares pursuant to Article 12.1 (Power to deal with fractional entitlements), the Board may in the case of certificated shares authorise some person to execute an instrument of transfer of the shares to or in accordance with the directions of the purchaser or in the case of uncertificated shares exercise any power conferred on it by Article 19.5 (Forfeiture and sale), and the

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transferee shall not be bound to see to the application of the purchase money in respect of any such sale, nor shall his title to the shares be affected by any irregularity in or invalidity of the proceedings in reference to the sale or transfer and any instrument or exercise shall be effective as if it had been executed or exercised by the holder of the fractional entitlement to which it relates.

13. Purchase of own shares

1. Power to enter into share buy back agreements
   Subject to the provisions of the Acts and to any rights for the time being attached to any shares, the Company may enter into any contract for the purchase of any of its own shares of any class (including any redeemable shares) and any contract under which it may, subject to any conditions, become entitled or obliged to purchase all or any of such shares. Any shares to be so purchased may be selected in any manner whatsoever provided that if at the relevant date proposed for approval of the proposed purchase there shall be in issue any shares of a class entitling the holders to convert into equity share capital of the Company then no such purchase shall take place unless it has been sanctioned by a special resolution passed at a separate general meeting (or meetings if there is more than one class) of the holders of such class of convertible shares.
2. Class rights
   Notwithstanding anything to the contrary contained in these Articles (other than the proviso in Article 13.1 (Power to enter into share buy back agreements)), the rights attached to any class of shares shall be deemed not to be varied by anything done by the Company or the Directors pursuant to this Article.

1. Variation of class rights

14. Sanction to variation

Subject to the provisions of the Acts, if at any time the share capital of the Company is divided into shares of different classes, any of the rights for the time being attached to any share or class of shares in the Company (and notwithstanding that the Company may be or be about to be in liquidation) may (unless otherwise provided by the terms of issue of the shares of that class) be varied or abrogated in such manner (if any) as may be provided by such rights or, in the absence of any such provision, either with the consent in writing of the holders of not less than three quarters in nominal value of the issued shares of the class (excluding any shares of that class held as treasury shares) or with the sanction of a special resolution passed at a separate general meeting of the holders of shares of the class duly convened and held as provided in these Articles (but not otherwise). The foregoing provisions of this Article shall apply also to the variation or abrogation of the special rights attached to some only of the shares of any class as if each group of shares of the class differently treated formed a separate class the separate rights of which are to be varied. Subject to the terms of issue or the rights attached to any shares, the rights or privileges attached to any class of shares shall be deemed not to be varied or abrogated by the Board resolving that a class of shares is to become or to cease to be a Participating Security.

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1. Class meetings
   Save as provided in the Acts, all the provisions in these Articles as to general meetings shall mutatis mutandis apply to every meeting of the holders of any class of shares, save that in the case of a meeting held in connection with the variation or abrogation of the rights attached to the shares of the class:
2. 1. subject to paragraph (d) of this Article 15, the quorum at every such meeting shall be not less than two persons present holding or representing by proxy at least one-third in nominal value of the issued shares of the class in question (excluding any shares of that class held as treasury shares);
   2. every holder of shares of the class in question present in person or by proxy may demand a poll;
   3. each such holder shall on a poll be entitled to one vote for every share of the class held by him;
   4. if at any adjourned meeting of such holders, such quorum as aforesaid is not present, not less than one person holding shares of the class who is present in person or by proxy shall be a quorum; and
   5. where a person is present by proxy or proxies, he is treated as holding only the shares in respect of which those proxies are authorised to exercise voting rights.
3. Deemed variation
   Subject to the terms on which any shares may be issued, the rights or privileges attached to any class of shares shall be deemed to be varied or abrogated by the reduction of the capital paid up on such shares or by the allotment of further shares ranking in priority for the payment of a dividend or in respect of capital or howsoever or which confer on the holders voting rights more favourable than those conferred by such first mentioned shares but shall not be deemed to be varied or abrogated by the creation or issue of any new shares ranking pari passu in all respects (save as to the date from which such new shares shall rank for dividend) with or subsequent to those already issued or by the purchase or redemption by the Company of its own shares in accordance with the provisions of the Acts and these Articles.

1. Share certificates

17. Right to certificates

17.1 Issue of certificates

1. On becoming the holder of any certificated share every person (except a financial institution in respect of whom the Company is not by law required to complete and have ready for delivery a certificate) shall be entitled without charge to have issued within two months after allotment or lodgement of a transfer (unless the terms of issue of the shares provide otherwise) one certificate for all the certificated shares of any one class registered in his name and to a separate certificate for each class of certificated shares so registered.

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