Uniti : Scheme Booklet registered with ASIC

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ASX Announcement (UWL)

Scheme Booklet Registered with ASIC

8 June 2022: Uniti Group Limited (Uniti or Company) (ASX:UWL) refers to the announcement made on Tuesday, 7 June 2022 in relation to the proposed acquisition of 100% 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 a scheme of arrangement (Scheme), and the orders made by the Federal Court approving the convening of the Scheme Meetings (as defined below) to consider and vote on the proposed Scheme and approving the dispatch of an explanatory statement providing information about the Scheme and notice of each Scheme Meeting (Scheme Booklet) to Uniti Shareholders.

Scheme Booklet

Uniti confirms that the Scheme Booklet has today been registered with the Australian Securities and Investments Commission (ASIC).

A copy of the Scheme Booklet, which includes the Independent Expert's Report and notice of each Scheme Meeting, is attached to this announcement as Annexure A and will be

made available electronically for viewing and downloading at www.unitigrouplimited.com/schemebooklet/.

Further details on where the Scheme Booklet can be viewed and downloaded, as well as the proxy forms, are expected to be dispatched to Uniti Shareholders shortly.

The Scheme Booklet provides Uniti Shareholders with important information about the Scheme. Uniti Shareholders are advised to read the Scheme Booklet carefully in its entirety before making a decision on whether or not to vote in favour of the Scheme.

Independent Expert's Report

The Scheme Booklet includes a copy of the Independent Expert's Report prepared by Lonergan Edwards & Associates Limited (Independent Expert).

The Independent Expert has concluded that the Cash Consideration of $5.00 per Uniti Share is fair and reasonable and in the best interests of Uniti Shareholders, in the absence of a superior proposal. The Independent Expert has assessed the value of Uniti Shares to be between $4.65 and $5.20 per Uniti share. The Cash Consideration of $5.00 per Uniti Share is in the upper half, and exceeds the mid-point of $4.93, of this range.

The Independent Expert has not made any assessment, based on the Scrip Consideration, of whether the Scheme is in the best interests of the Rollover Shareholders because Rollover Shareholders have already elected to receive Scrip Consideration for a portion of their Uniti Shares.

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The Independent Expert's conclusion should be read in context with the full Independent Expert's Report which is Appendix C of the Scheme Booklet.

Recommendation of the Uniti Board

The Uniti Board unanimously recommends that Uniti Shareholders vote in favour of the Scheme, and each director of the Uniti Board intends to vote all of the Uniti Shares held or controlled by them in favour of the Scheme, in the absence of a Superior Proposal and subject to the Independent Expert continuing to conclude that the Scheme is in the best interests of Uniti Shareholders.1 The Unit Board makes this recommendation only in respect of the Cash Consideration. As the Rollover Shareholders have already elected to receive Scrip Consideration for a proportion of their holding of Uniti Shares, the Uniti Board did not make any recommendation in relation to whether the Rollover Shareholders should make an Election to receive Scrip Consideration.

Permitted Dividend

In addition to the Scheme Consideration, Uniti intends to pay a fully franked Permitted Dividend of up to $0.11 per Uniti Share on or before the Implementation Date. There may be an opportunity for eligible Uniti Shareholders, subject to their marginal tax rate, to receive a benefit from franking credits attached to any such Permitted Dividend. The amount payable under the Scheme will be reduced by the cash amount per share of any Permitted Dividend (but not the value of any franking credits).

The Permitted Dividend is conditional on the Scheme becoming effective and the declaration and payment of a Permitted Dividend remains at the discretion of the Uniti Board and will be subject to tax advice.2

Scheme Meetings

A meeting of General Shareholders (being all Uniti Shareholders other than the Rollover Shareholders (as defined below)) (General Scheme Meeting) is currently expected to be held at 9.30am AEST (Sydney, Melbourne) on Friday, 15 July 2022, virtually via the online meeting platform at web.lumiagm.com/381-257-625.

A separate meeting comprising Uniti Managing Director & CEO Mr Michael Simmons, and Uniti Chief Infrastructure Networks & Technology Mr Geoff Aldridge (and entities controlled by them respectively, where applicable) (together, the Rollover Shareholders) (Rollover Shareholders Scheme Meeting, together with the General Scheme Meeting, the Scheme Meetings), is currently expected to be held immediately following the General Scheme Meeting on Friday, 15 July 2022, in person at 22 Salmon Street, Port Melbourne, Victoria 3207.

1You should note when considering this recommendation, Uniti Managing Director & CEO, Mr Simmons has elected to receive Scrip Consideration in respect of 2,000,000 Uniti Shares he owns and/or controls.

2 Uniti intends to apply to the ATO for a class ruling on the treatment of the Cash Consideration and the Permitted Dividend in the hands of Australia resident Uniti Shareholders.

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General Shareholders who participate in the General Scheme Meeting via the online platform will be able to listen to the General Scheme Meeting, ask questions and make comments.

Assuming the Scheme Meetings are held on Friday, 15 July 2022, each registered Uniti Shareholder as at 7.00pm AEST (Sydney, Melbourne) on Wednesday, 13 July 2022 will be eligible to vote at the Scheme Meeting applicable to them.

All Uniti Shareholders are encouraged to vote either by completing and returning the proxy form or alternatively by attending the relevant Scheme Meeting in person (if a Rollover Shareholder), virtually (if a General Shareholder), or by proxy, attorney or corporate representative. The relevant notice of Scheme Meeting provides Uniti Shareholders with information on how to lodge the proxy form (if applicable).

Shareholders are encouraged to vote as early as possible.

Uniti Shareholders should carefully read the Scheme Booklet in full, including the Independent Expert's Report, before deciding how to vote. Uniti Shareholders should also seek professional advice on their individual circumstances, as appropriate.

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

If you have any questions in relation to the Scheme or the Scheme Booklet, please contact the Uniti Shareholder Information Line on 1300 737 760 (within Australia) or [phone] (outside Australia), Monday to Friday (excluding public or bank holidays in Adelaide or Sydney, Australia) between 9.00am and 5.00pm AEST (Sydney, Melbourne).

For further information, contact as below:

Investors

Ashe-Lee Jegathesan - Company Secretary

P - 03 9034 7897

E - [e-mail]

W -https://investors.unitigrouplimited.com/

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Annexure A - Scheme Booklet

For personal use only

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UNITI GROUP SCHEME BOOKLET

only	ACN 158 957 889
use

Scheme Booklet

For a scheme of arrangement in relation to the proposed acquisition of Uniti Group Limited by MBC BidCo Pty Ltd

personalVOTE IN FAVOUR

UNITI DIRECTORS UNANIMOUSLY RECOMMEND THAT YOU VOTE IN FAVOUR OF THE SCHEME IN THE ABSENCE OF A SUPERIOR PROPOSAL AND SUBJECT TO THE INDEPENDENT EXPERT CONTINUING TO CONCLUDE THAT THE SCHEME IS IN THE BEST INTERESTS OF UNITI SHAREHOLDERS1

This is an important document and requires your immediate attention.

You should read it in its entirety before deciding whether or not to vote in favour of the Scheme.

If you are in any doubt about how to deal with this document, you should contact your broker or financial, taxation, legal or other professional adviser immediately.

ForLegal Adviser:

If you have any questions in relation to this Scheme Booklet or the Scheme, you should call the Uniti Shareholder Information Line on 1300 737 760 (within Australia) or [phone] (outside Australia) on Business Days at any time between 9.00am and 5.00pm AEST (Sydney, Melbourne) on Monday to Friday.

1 Note that the Uniti Directors make this recommendation only in respect of the Cash Consideration. As the Rollover Shareholders have already elected to receive Scrip Consideration for a proportion of their holding of Uniti Shares, the Uniti Board did not make any recommendation in relation to whether the Rollover Shareholders should make an Election to receive Scrip Consideration.