THE UNITE GROUP PLC Annual Report and Accounts 2024 139 CHRISTOPHER SZPOJNAROWICZ COMPANY SECRETARY to allot ordinary shares up to an aggregate nominal amount of £36,322,065 (which represented one- third of the nominal value of the issued share capital of the Company as at 26 March 2024). In accordance with guidelines issued by the Investment Association, this resolution also granted the Directors authority to allot further equity securities up to the aggregate amount of £36,322,065 (representing one-third of the nominal value of the issued share capital of the Company as at 26 March 2024). This additional authority was only permitted for fully pre-emptive rights issues. As at 31 December 2024, the shares that had been allotted were to satisfy awards under the Company’s share schemes, the scrip scheme and July 2024 capital raise. As this authority is due to expire on 15 August 2025, shareholders will be asked to renew and extend the authority, given to the Directors at the last Annual General Meeting, to allot shares in the Company, or grant rights to subscribe for, or to convert any security into, shares in the Company for the purposes of Section 551 of the Companies Act 2006. Further details on the resolution will be provided in the Notice of this year’s Annual General Meeting and its explanatory notes. DISAPPLICATION OF PRE-EMPTION RIGHTS If the Directors wish to allot new shares and other equity securities, or sell treasury shares, for cash (other than in connection with an employee share scheme) company law requires that these shares are offered first to shareholders in proportion to their existing holdings. There may be occasions, however, when the Directors need the flexibility to finance business opportunities by the issue of shares without a pre-emptive offer to existing shareholders. This cannot be done under the Companies Act 2006 unless the shareholders have first waived their pre-emption rights. At the forthcoming Annual General Meeting, shareholders will be asked to pass two special resolutions to grant the Directors powers to disapply shareholders’ pre-emption rights under certain circumstances. Further details on the resolutions will be provided in the Notice of this year’s Annual General Meeting. CHANGE OF CONTROL All of the Company’s share schemes contain provisions relating to a change of control. Outstanding rewards and options would normally vest and become exercisable on a change of control, subject to the satisfaction of any performance conditions. Other than certain of the Group’s banking facilities, there are no other significant agreements to which the Company is a party that affect, alter or terminate upon a change of control of the Company following a takeover bid. Nor are there any agreements between the Company and its Directors or employees providing for compensation for loss of office or employment that occurs because of a takeover bid. GOING CONCERN AND VIABILITY STATEMENT The going concern statement and viability statement are set out on pages 158 and page 62 respectively and are incorporated into this Directors’ Report by reference. INDEPENDENT AUDITOR AND DISCLOSURE OF INFORMATION TO AUDITORS The Directors who held office at the date of approval of the Directors’ Report confirm that, so far as they are each aware, there is no relevant audit information of which the Company’s auditor is unaware; and each Director has taken all the steps that he/she ought to have taken as a Director to make himself/ herself aware of any relevant audit information and to establish that the Company’s auditor is aware of that information. This confirmation is given and should be interpreted in accordance with the provisions of section 418 of the Companies Act 2006. A resolution to reappoint Deloitte as auditor of the Group will be put to shareholders at the forthcoming Annual General Meeting. DIRECTORS’ CONFLICTS OF INTEREST The Company has procedures in place for managing conflicts of interest. A Director must notify the Chair (and the Chair notifies the Chief Executive) if he/she becomes aware that he/she, or any of his/her connected parties, may have an interest in an existing or proposed transaction with the Company or the Group. Directors have a continuing duty to update any changes to these conflicts. POLITICAL DONATIONS No political donations, contributions or expenditure were made during the year ended 31 December 2024. INDEMNITIES There are no qualifying third-party indemnity provisions or qualifying pension scheme indemnity provisions for the benefit of any of the Directors. RESEARCH AND DEVELOPMENT The Company is not currently carrying on any activities in the field of research and development. BRANCHES OUTSIDE THE UK The Company does not have any branches outside of the UK.