Uniti : Update to Exclusivity Arrangements

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ASX Announcement (UWL)

Update to Exclusivity Arrangements

24 March 2022: Uniti Group Limited (Uniti or Company) advises that it has, this afternoon, agreed to terminate the existing exclusivity deed it entered into with HRL Morrison & Co. on behalf of its managed funds and clients (Morrison & Co) (Existing Exclusivity Deed) and enter into a new exclusivity deed with Morrison & Co and Brookfield Infrastructure Group (Australia) Pty Ltd (Brookfield) as a joint bidder (New Exclusivity Deed). The New Exclusivity Deed is on substantially the same terms as the Existing Exclusivity Deed. For completeness, the full terms of the New Exclusivity Deed are annexed to this announcement.

These discussions continue to be non-binding, preliminary, highly conditional and uncertain as to an outcome.

As announced to the market earlier today, the Board is also considering the Connect Consortium Indicative Proposal it received yesterday afternoon.

Uniti will continue to update shareholders, in accordance with the Company's continuous disclosure obligations, of further developments as they arise.

Authorised for release by the Board of Directors.

- ENDS -

FURTHER INFORMATION

For further information, contact as below:

Media

Jim Kelly

Domestique Consulting

P - 0412 549 083

Investors

Ashe-Lee Jegathesan - Company Secretary

P - 03 9034 7897

1. - [e-mail] W -https://investors.unitigroup.com/

Uniti Group Ltd (UWL)

ABN 73 158 957 889 www.unitigrouplimited.com

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Annexure - New Exclusivity Deed

Uniti Group Ltd (UWL)

ABN 73 158 957 889 www.unitigrouplimited.com

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Exclusivity Deed

Date	24 March	2022
Parties	Uniti Group Limited ACN 158 957 889 of Level 1, 44 Currie Street, Adelaide, South
	Australia 5000 (Target)

HRL Morrison & Co (Australia) Pty Limited ACN 073 922 102 of Level 31, 60 Martin Place Sydney, New South Wales 2000 (MCo)

Brookfield Infrastructure Group (Australia) Pty Ltd ACN 127 051 174 of

'Brookfield Place', Level 19 10 Carrington Street Sydney NSW 2000 (BFD) (MCo and BFD together, Bidder)

Background

1. Target and MCo, and Target and BFD have each entered into a confidentiality agreement on 14 March 2022 and or around the date of this deed respectively (each a Confidentiality Agreement) each in respect of the Approved Purpose and each on substantially the same terms.
2. In order to facilitate Bidder conducting due diligence and further consideration of a Transaction by the parties, Target has agreed to grant a period of exclusivity to Bidder on the terms and conditions of this deed.
3. Target and MCo have also entered into an exclusivity agreement dated 14 March 2022 in respect of the Approved Purpose (Existing Exclusivity Deed), which is terminated and replaced in accordance with the terms of this deed.

Operative Provisions

1. Definitions

In this deed:

Unless otherwise defined, all defined terms have the meaning given to them in the Confidentiality Agreement (as applicable, it being acknowledged that the defined terms in each Confidentiality Agreement are substantially the same).

Agreed Fee means A$5 million.

Approach Letter means the MCo non-binding indicative offer letter dated 13 March 2022.

Associate has the meaning set out in section 12 of the Corporations Act.

Competing Proposal means any proposal, agreement, arrangement or transaction which, if entered into or completed, would result in a Third Party (either alone or together with any Associate):

1. directly or indirectly acquiring a relevant interest in, or having a right to acquire, a legal, beneficial or economic interest in, or control of, 20% or more of the securities in any member of the Target Group;
2. acquiring Control of Target;
3. directly or indirectly acquiring or becoming the holder of, or otherwise acquiring or having a right to acquire, a legal, beneficial or economic interest in, or control of, all

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or a substantial part of Target's business or assets or the business or assets of the Target Group;

1. otherwise directly or indirectly acquiring or merging with Target; or
2. requiring Target to abandon, or otherwise fail to proceed with, the Transaction,

whether by way of takeover bid, members' or creditors' scheme of arrangement, reverse takeover, shareholder approved acquisition, capital reduction, buy-back, sale or purchase of shares, other securities or assets, assignment of assets and liabilities, incorporated or unincorporated joint venture, dual-listed company (or other synthetic merger), deed of company arrangement, any debt for equity arrangement recapitalisation, refinancing or other transaction or arrangement.

Each successive material modification or variation of a Competing Proposal will constitute a new Competing Proposal.

Control has the meaning given in section 50AA of the Corporations Act, disregarding subsection 50AA(4).

Data Room Open Date means 18 March 2022.

End Date means the date that is six months after the date of this deed.

Exclusivity Period means subject to clause 4(b), the period commencing on the date of this deed and ending on the date that is four weeks after the Data Room Open Date, or such later date as Target and Bidder agree in writing.

Fee Payment Date means:

1. in respect of clauses 3.1(a) or 3.1(c), 10 Business Days after the date on which the relevant event occurs; or
2. in respect of clause 3.1(b), the date on which a relevant legally binding agreement is entered into or a takeover bid is announced that is recommended by the Target Board.

Implementation Agreement means an implementation agreement or deed to be entered into between Target and Bidder or its nominee for the purposes of the Transaction, which agreement will reflect any agreed terms and conditions as at the date of this deed (which must, for the avoidance of doubt but without limitation, include the price, terms and conditions reflected in the Approach Letter).

Phase One Documents means documents relating to high priority due diligence items as agreed between the parties in accordance with clause 4(a).

Phase Two Documents means documents relating to low and medium priority due diligence items as agreed between the parties in accordance with clause 4(a).

Superior Proposal a bona fide Competing Proposal which the Target Board, acting in good faith, and after receiving advice from its advisers, determines:

1. is reasonably capable of being completed; and
2. would be more favourable to Target shareholders than the latest proposal provided by Bidder to Target,

taking into account all aspects of the Competing Proposal and the latest proposal provided by Bidder to Target, including conditions, the identity, reputation and financial condition of the person making the proposal and all relevant legal, regulatory and financial matters (including the value and type of consideration, funding, any timing considerations, any conditions precedent or other matters affecting the probability of the proposal being completed).

Target Board means the board of directors of the Target.

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Target Group means the Target and each of its Related Entities, and a reference to a 'Target Group Member' or a 'member of the Target Group' is to Target or any of its Related Entities.

Target Material Adverse Event means any matter directly concerning the operations and affairs of Target which has resulted in, or is reasonably likely to result in a diminution in the net assets of the Target Group by an amount equal to 7.5% or more, as compared to what the net assets of the Target Group could reasonably be expected to have been but for the relevant matter, other than a matter:

1. disclosed to ASX prior to the date of this document or in a document lodged with any Regulatory Authority that is publicly available prior to the date of this document;
2. that is within the actual knowledge of Bidder or its Related Entities as at the date of this deed;
3. arising from any change in any law, or rule or regulation of any Regulatory Authority, or any change in generally accepted accounting standards;
4. arising from general economic, business or financial market conditions or changes in those conditions that impact Australian businesses generally;
5. arising from an act of terrorism, war, natural disaster or adverse weather conditions or the like; or
6. arising from the COVID-19 virus (or any mutation, variation or derivative), or from any law, order, rule or direction of any Regulatory Authority in relation thereto.

1.2 Interpretation

In this deed headings are for convenience only and do not affect interpretation and, unless the contrary intention appears:

1. a word importing the singular includes the plural and vice versa, and a word of any gender includes the corresponding words of any other gender;
2. the word including or any other form of that word is not a word of limitation;
3. if a word or phrase is given a defined meaning, any other part of speech or grammatical form of that word or phrase has a corresponding meaning;
4. a reference to information includes information communicated, received or held orally, in writing, electronically or in any other form;
5. a reference to a person includes an individual, the estate of an individual, a corporation, a Regulatory Authority, an incorporated or unincorporated association or parties in a joint venture, a partnership and a trust;
6. a reference to a party includes that party's executors, administrators, successors and permitted assigns, including persons taking by way of novation and, in the case of a trustee, includes any substituted or additional trustee;
7. a reference to a document or a provision of a document is to that document or provision as varied, novated, ratified or replaced from time to time;
8. a reference to this deed is to this deed as varied, novated, ratified or replaced from time to time;
9. a reference to a party, clause, schedule, exhibit, attachment or annexure is a reference to a party, clause, schedule, exhibit, attachment or annexure to or of this deed, and a reference to this deed includes all schedules, exhibits, attachments and annexures to it;

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