The Company is not aware of any agreements between shareholders that may result in restrictions on the transfers of securities and/or voting rights. No person holds securities in the Company carrying special rights with regard to control of the Company. Unless expressly specified to the contrary, the Company’s Articles of Association may be amended by special resolution of the shareholders. PURCHASE OF OWN SHARES At the Company’s Annual General Meeting held on 15 May 2025, the Directors were granted authority by shareholders to buy back up to 48,879,255 ordinary shares of 25p each in the Company (representing approximately 10% of the Company’s issued ordinary share capital as at 27 March 2025). On the 9 January 2026, the Company commenced a share buyback programme to return up to £100 million of surplus capital to shareholders (representing approximately 3% of the Company’s issued share capital). The Company expects to complete this programme by the end of June 2026. This authority will expire at the conclusion of the 2026 AGM, at which a resolution will be proposed for its renewal. At the date of this report, the Company has purchased 4,816,082 ordinary shares for cancellation. AUTHORITY TO ISSUE SHARES The Directors may only issue shares if authorised to do so by the Articles of Association or the shareholders in general meeting. At the Company’s Annual General Meeting held on 15 May 2025, shareholders granted an authority to the Directors to allot ordinary shares up to an aggregate nominal amount of £40,732,712 (which represented one- third of the nominal value of the issued share capital of the Company as at 27 March 2025). 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 £40,732,712 (representing one-third of the nominal value of the issued share capital of the Company as at 27 March 2025). This additional authority was only permitted for fully pre-emptive rights issues. As at 31 December 2025, the shares that had been allotted were to satisfy awards under the Company’s share schemes and the scrip scheme shares. As this authority is due to expire on 14 August 2026, 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 152 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. THE UNITE GROUP PLC Annual Report and Accounts 2025 133