Mitie Group PLC — AGM Information 2012

Jul 11, 2012

The Companies Act 2006

Special Resolutions

of

MITIE Group PLC ('the Company'/'MITIE')

Passed on 11 July 2012

At an Annual General Meeting of the above named company duly convened and held at UBS Investment Bank, 1 Finsbury Avenue, London, EC2M 2PP on 11 July 2012, the following resolutions were passed:-

Special business - ordinary resolutions

General power of allotment (Resolution 13)

That, in substitution for any equivalent authorities and powers granted to the Directors prior to the passing of this resolution, the Directors be and they are generally and unconditionally authorised pursuant to Section 551 of the Companies Act 2006 (the "Act") to exercise all the powers of MITIE to allot (subject to the restrictions set out below) shares in MITIE, and grant rights to subscribe for or to convert any security into shares in MITIE (such shares, and rights to subscribe for or to convert any security into shares of MITIE being "relevant securities") up to an aggregate nominal amount of £3,359,945, provided that, unless previously revoked, varied or extended, this authority shall expire on the earlier of the date falling 15 months after the date of the passing of this resolution and the conclusion of the next AGM of MITIE, except that MITIE may at any time before such expiry make an offer or agreement which would or might require relevant securities to be allotted after such expiry and the Directors may allot relevant securities in pursuance of such offer or agreement as if the authority conferred hereby had not expired.

LTIP modification (Resolution 16)

That the modified rules of the LTIP, a draft of which is produced to this meeting and signed by the chairman of the meeting for the purposes of identification, be approved and adopted in respect of dividend equivalents arising on awards granted on or after 2009 and the Directors of MITIE be authorised to do all things necessary or expedient to effect this.

Special business - special resolutions

Dis-application of pre-emption rights (Resolution 14)

That, subject to the passing of resolution 13, the Directors be and they are generally empowered, pursuant to Section 570(1) of the Act, to allot equity securities (as defined in Section 560(1) of the Act) of MITIE wholly for cash pursuant to the authority of the Directors under Section 551 of the Act conferred by resolution 13 above, and/or by way of a sale of treasury shares (by virtue of Section 573 of the Act), in each case as if Section 561(1) of the Act did not apply to such allotment, provided that the power conferred by this resolution shall be limited:

• to the allotment of equity securities in connection with an offer of equity securities to the holders of ordinary $\alpha$ shares in proportion as nearly as practicable to their respective holdings of such shares but subject to such exclusions or other arrangements as the Directors may deem necessary or expedient to deal with treasury shares, fractional entitlements or any legal or practical problems arising under the laws or requirements of any overseas territory or by virtue of shares being represented by depository receipts or the requirements of any regulatory body or any stock exchange or any other matter whatsoever; and
• $D$ otherwise than pursuant to the sub-paragraph (a) above, to the allotment of equity securities to any person or persons up to an aggregate nominal value equal to £452,369,

and unless previously revoked, varied or extended, this power shall expire on the earlier of the date falling 15 months after the date of the passing of this resolution and the conclusion of the next AGM of MITIE, except that MITIE may before the expiry of this power make an offer or agreement which would or might require equity securities to be allotted after such expiry and the Directors may allot equity securities in pursuance of such an offer or agreement as if the power conferred hereby had not expired.

Purchase of own shares (Resolution 15)

That, MITIE be and is hereby generally and unconditionally authorised for the purposes of Section 701 of the Act to make market purchases (within the meaning of Section 693(4) of the Act) of its ordinary shares of 2.5p each ("Ordinary Shares"), on such terms and in such manner as the Directors may from time to time determine, provided that:

• the maximum number of Ordinary Shares that may be purchased is 36,189,525 representing approximately 10% $\alpha$ of the issued ordinary share capital of MITIE as at 31 March 2012;
• the minimum price (exclusive of expenses) that may be paid for an Ordinary Share is 2.5p; $b)$
• the maximum price (exclusive of expenses) that may be paid for an Ordinary Share is the higher of (i) 105% of $C)$ the average middle market value of an Ordinary Share (as derived from the Daily Official List of the London Stock Exchange) for the five business days immediately preceding the day on which the Ordinary Share is purchased; and (ii) the value of an Ordinary Share calculated on the basis of the price quoted for (a) the last independent trade of, or (b) the highest current independent bid for, any number of Ordinary Shares on the trading venue where the purchase is carried out; and
• $d$ this authority shall expire on the earlier of the date falling 15 months after the date of the passing of this resolution and the conclusion of the next AGM of MITIE, except in relation to purchases of Ordinary Shares, the contract for which was concluded before the expiry of this authority and which might be completed or executed wholly or partly after such expiry.

Notice of general meetings (Resolution 17)

That a general meeting (other than an annual general meeting) may be called on not less than 14 clear days' notice.

Certified to be a true copy Company Secretary