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ASX Announcement (UWL)

Scheme Meetings - Friday, 15 July 2022

Chairman's Address

15 July 2022: Uniti Group Limited (Uniti or Company) (ASX:UWL) refers to the proposed acquisition of Uniti by 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), by way of scheme of arrangement.

In accordance with ASX Listing Rule 3.13.3, attached to this announcement are the following documents to be presented at the General Scheme Meeting and the Rollover Shareholders Scheme Meeting commencing today, Friday 15 July 2022 at 9:30am (AEST):

  • copy of the address to be delivered by the Chairman at the Scheme Meetings; and
  • the presentation slides for the Scheme Meetings.

The Chairman's address for the General Scheme Meeting is included at Annexure A and the Chairman's address for the Rollover Shareholders is included at Annexure B.

General Shareholders (or their proxies, attorneys or corporate representatives) will be able to attend and vote at the General Scheme Meeting virtually via the online meeting platform by entering the following URL: web.lumiagm.com/381-257-625into a web browser on your computer, tablet or smartphone. General Shareholders who participate in the General Scheme Meeting via the online meeting platform will be able to listen to the Scheme Meeting, ask questions and make comments, and vote (if they have not already submitted their votes or appointed a proxy).

Rollover Shareholders (or their proxies, attorneys or corporate representatives) will be able to attend and vote at the Rollover Scheme Meeting in person at 22 Salmon Street, Port Melbourne, Victoria 3207.

The voting results of the Scheme Meetings will be communicated to the ASX shortly after the conclusion of the Scheme Meetings.

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

Ashe-Lee Jegathesan - Company Secretary

P - 03 9034 7897

E - investors@unitigrouplimited.com

W -https://unitigrouplimited.com/scheme

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Annexure A - GENERAL SCHEME MEETING - CHAIRMAN'S ADDRESS

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Uniti Group Limited

Chairman's Address - General Scheme Meeting

15 July 2022

Welcome

Ladies and Gentlemen: Good morning, my name is Graeme Barclay, and I am the chairman of your company, and I will be chairing this important meeting, the General Scheme Meeting of shareholders of Uniti Group Limited.

As it is now just after 9.30 am in Melbourne and our Company Secretary has informed me that a quorum is present, I declare the General Scheme Meeting open.

On behalf of Uniti Group's board of directors, I welcome our shareholders and their proxies, attorneys or representatives, executives, employees and guests present, to this General Scheme Meeting, which has been convened in accordance with the orders of the Federal Court of Australia made on 7 June 2022.

I would like to begin by acknowledging the Traditional Custodians of the various lands from where we are joining this meeting today and the Aboriginal and Torres Strait Islander people participating in this meeting. I pay my respects to Elders past, present and emerging, and recognise and celebrate the diversity of Aboriginal peoples and their ongoing cultures and connection to the lands and waters of Australia.

Joining me online today are my fellow Non-Executive Directors, Kathy Gramp and John Lindsay, Executive Director Vaughan Bowen and Uniti's Managing Director & CEO, Michael Simmons.

Also present are our Chief Financial Officer, Darryl Inns, and our Company Secretary, Ashe-Lee Jegathesan, as well as Nakul Joglekar from Boardroom Pty Ltd, who is assisting with the facilitation of, and will be the returning officer for, the General Scheme Meeting.

Finally, we also have representatives from our legal advisors, Clayton Utz, joining us online.

We have a widely dispersed share register and this, coupled with the possibility of health- related travel and gathering restrictions, is the reason we have elected for an online meeting this morning, hopefully allowing as many shareholders as possible to attend and participate.

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This is a significant moment in Uniti's relatively short history as an ASX-listed company. This General Scheme Meeting has been convened to allow Uniti Shareholders, other than the Rollover Shareholders (as defined in the Scheme Booklet), to consider, and, if thought fit, approve the proposed acquisition by MBC BidCo Pty Ltd (which I will now refer to as "MBC BidCo") of all of the issued share capital of Uniti Group Limited by way of scheme of arrangement (which I will now refer to as "the Scheme"). MBC BidCo is 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), who I will refer to throughout the rest of the meeting as "the Consortium".

Before moving to the formal business, I would like to take a few minutes to firstly explain the logistics of today's virtual meeting and the voting procedure, and to say a few words about the proposed Scheme.

Procedural Matters for this Meeting

Today's Scheme Meetings comprise this General Scheme Meeting, at which all Uniti Shareholders other than the Rollover Shareholders, will be able to vote on the Scheme, followed by the Rollover Scheme Meeting at which only the Rollover Shareholders, will vote.

Today's meeting is being held online via the Lumi platform. This allows Uniti Shareholders, proxies, attorneys, representatives and guests to attend the meeting virtually. All attendees can watch a live webcast of the meeting. In addition, Uniti shareholders and their proxies, attorneys or representatives have the ability to ask questions and submit votes.

If you need any assistance during today's meeting, please call Uniti's registry, Boardroom on 1300 737 760. You can also refer to the 'Online Meeting Guide' prepared by Boardroom for today's Scheme Meeting which is available on the online platform to download.

[Slide 2]

Uniti Shareholders and their proxies, attorneys or representatives can submit written questions at any time through the Lumi platform. To ask a written question, select the messaging tab at the top of the Lumi platform. Type your question in the box towards the top of the page (which contains the words 'Ask a Question') and press the arrow symbol to send. A copy of your submitted questions along with any written responses from our meeting team, can be viewed by selecting 'my messages'.

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[Slide 3]

To ask your question verbally, pause the broadcast on the Lumi platform and then click on the link under 'Asking audio questions'. A new page will open where you will be prompted to enter your details before being connected to the audio questions queue. You can listen to the audio of the General Scheme Meeting while you are on this page waiting to ask your question, however, you will not be able to see the speaker or the presentation slides.

Please note that while you can submit questions from now on, I will address them at the relevant time in the meeting. Please also note if we receive multiple questions on one topic we may moderate or amalgamate questions to avoid repetition.

[Slide 4]

Voting today will be conducted by way of a poll only. For those Uniti Shareholders and their proxies, attorneys or representatives who have not yet cast your votes, in order to provide you with enough time to vote, I will shortly open voting for the resolution being tabled today.

Once voting is opened, if you are eligible to vote at this meeting, a new voting tab will appear on the navigation bar. Selecting this tab will bring up the resolution being tabled for General Shareholders to vote on and present you with voting options. To cast your vote simply select one of the options displayed on your screen. There is no need to hit a submit or enter button as the vote is automatically recorded.

You do, however, have the ability to change your vote, up until the time I declare voting closed.

Proxy holders are reminded that you must vote in accordance with the proxy holder's directions.

I now declare voting open on the item of business being tabled today. The voting tab will soon appear, please submit your votes at any time. I will give you a warning before I move to close voting.

You can also refer to the 'Online Meeting Guide' for further details on how to ask questions and vote. As noted earlier if you experience any technical issues during the course of this virtual meeting, you may contact Uniti's registry, Boardroom on 1300 737 760 for assistance.

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Uniti Group Ltd. published this content on 14 July 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 14 July 2022 23:13:00 UTC.