Uniti : Results of Meeting

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ASX Announcement (UWL)

Voting Results of Scheme Meetings

15 July 2022: Uniti Group Limited (Uniti or Company) (ASX:UWL) is pleased to announce that at the Scheme Meetings held today, Uniti Shareholders approved by the requisite majorities, the scheme of arrangement under which MBC BidCo Pty Ltd, 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).

Voting Results of Scheme Meetings

The resolutions to approve the Scheme (the General Scheme Resolution and the Rollover Shareholders Scheme Resolution), as set out in the notices of each Scheme Meeting attached to the Scheme Booklet dated 7 June 2022, were approved by the requisite majorities of Uniti Shareholders at the General Scheme Meeting (for all Uniti Shareholders other than the Rollover Shareholders) and the Rollover Shareholders Scheme Meeting (for Rollover Shareholders only) held earlier today pursuant to orders made on 7 June 2022 by the Federal Court.

The voting results of both Scheme Meetings are attached to this announcement as Annexure A.

In summary:

• at the General Scheme Meeting:

1. 96.14% of Uniti Shareholders present via audio-visual link and voting at the meeting (in person or by proxy, attorney or corporate representative) voted in favour of the General Scheme Resolution; and

• 1. 99.95% of the votes cast by Uniti Shareholders were in favour of the General Scheme Resolution; and
• at the Rollover Shareholders Scheme Meeting:
• 1. 100% of Uniti Shareholders present and voting at the meeting (in person or by proxy, attorney or corporate representative) voted in favour of the Rollover Shareholders Scheme Resolution; and

1. 100% of the votes cast by Uniti Shareholders were in favour of the Rollover Shareholders Scheme Resolution.

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Next Steps

The Scheme remains subject to the approval of the Federal Court at the hearing scheduled for 10.15 am AEST (Sydney, Melbourne) on Thursday, 21 July 2022 and certain other conditions precedent as previously announced and described in the Scheme Booklet dated 7 June 2022.

If the Federal Court approves the Scheme, Uniti proposes to lodge an office copy of the orders of the Federal Court with the Australian Securities and Investments Commission (ASIC) on the same day (Thursday, 21 July 2022), at which time the Scheme will become legally effective.

It is expected that Uniti Shares will be suspended from trading on the ASX from close of trading on Thursday, 21 July 2022 and the Scheme is expected to be implemented on Thursday, 4 August 2022 at which time the Scheme Consideration will be paid to Uniti Shareholders.

The key dates for implementation of the Scheme are set out below:

	Event		Expected date
	Second Court Date	Thursday, 21 July 2022
	Time and date for seeking Federal Court orders approving	at 10.15 am AEST
	(Sydney, Melbourne)
the Scheme.
	Effective Date	Thursday, 21 July 2022
	Federal Court orders to be lodged with ASIC and announced
to ASX.
Last day of trading in Uniti Shares - Uniti Shares will be
suspended from trading on ASX from close of trading.
	Permitted Dividend Record Date		Monday, 25 July 2022
	All Uniti Shareholders who hold Uniti Shares on the		at 7.00pm AEST
		(Sydney, Melbourne)
	Permitted Dividend Record Date will be entitled to receive
	the Permitted Dividend.
	Scheme Record Date		Thursday, 28 July 2022
	Time and date for determining entitlements to Scheme		at 7.00pm AEST
		(Sydney, Melbourne)
	Consideration.
	Implementation Date		Thursday, 4 August
	The date on which the Scheme will be implemented and the	2022
	Scheme Consideration will be paid. This is also the date on
	which the Permitted Dividend will be paid.
All times and dates in the above timetable are subject to change.

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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

For further information, contact as below:

Investors

Ashe-Lee Jegathesan - Company Secretary

P - 03 9034 7897

E [e-mail]

W -https://unitigrouplimited.com/scheme

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Annexure A - Voting Results of Scheme Meetings

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Uniti Group Limited

General Scheme Meeting

Friday, 15 July 2022

Results of Meeting

r personal use only

The following information is provided in accordance with section 251AA(2) of the Corporations Act 2001 (Cth) and ASX Listing Rule 3.13.2

Resolution details

Instructions given to validly appointed proxies

Number of votes cast on the poll

Resolution

If s250U

(as at proxy close)

(where applicable)

Result

applies

Resolution

Resolution Type

For

Against

Proxy's

Abstain

For

Against

Abstain*

Carried /

Discretion

Not Carried

1. That, pursuant to and in accordance with section 411

Special

429,513,304

230,576

14,047,632

3,038,831

443,717,042

232,741

3,038,831

Carried

NA

of the Corporations Act, the Scheme (the terms of which

96.78%

0.05%

3.17%

99.95%

0.05%

are contained in and more particularly described in the

Scheme Booklet of which this Notice of General Scheme

Meeting forms part), is approved (with or without

modifications, alterations or conditions as approved by the

Court to which Uniti and MBC BidCo agree in writing) and

the Uniti Board is authorised, subject to the terms of the

Scheme Implementation Deed, to (a) agree to any such

modifications, alterations or conditions, and (b) subject to

approval of the Scheme by the Court, implement the

Scheme with any such modifications, alterations or

conditions.

* Votes cast by a person who abstains on an item are not counted in calculating the required majority on a poll.