Mitie Group PLC — AGM Information 2018

Jun 28, 2018

ATTENDANCE CARD

Annual General Meeting ("AGM") to be held on Tuesday 31 July 2018 at 11:30am

Mitie Group plc ("Mitie" or the "Company") invites you to attend the AGM to be held at: Mayer Brown International LLP, 201 Bishopsgate, London EC2M 3AF

If you wish to attend this meeting in your capacity as a holder of Ordinary shares, please sign this card and hand it to Mitie's registrars on arrival. This will facilitate entry to the meeting.

You may submit your proxy electronically using Mitie's Share portal services (the "Portal") at www.mitie-shares.com. If you are not already registered for the Portal, you will need your Investor Code below.

Signature of person attending	Barcode:
	Investor Code:
FORM OF PROXY			Mitie Group plc - Annual General Meeting (the "AGM") to be held on Tuesday 31 July 2018 at 11:30am
			Bar Code:
			Investor Code:
Name of proxy	I/We being a member(s) of Mitie hereby appoint the Chairman of the meeting or (see note 1 over) Box 1 If you wish to appoint multiple proxies please see note 2.	Number of shares proxy appointed over	Event Code: Box 2 as my/our proxy to vote on my/our behalf at the AGM of Mitie to be held on Tuesday 31 July 2018 at 11:30am and at any adjournment thereof. I have indicated with a ' ' how I/we wish my/our votes to be cast on the following resolutions: Please also tick here if you are appointing more than one proxy.
Please mark '	' to indicate how you wish to vote		Please mark ' ' to indicate how you wish to vote
ORDINARY RESOLUTIONS
			ORDINARY RESOLUTIONS
	1 . To receive the annual report and accounts for the year ended 31 March 2018 (the "Annual Report and Accounts"), together	Vote Withheld Against For	12. To elect Roger Yates as a director.	For
and auditors thereon.	with the reports of the directors of Mitie (the "Directors")		13. To appoint BDO LLP as auditors of Mitie to hold office from the conclusion of the AGM until the conclusion of the next general meeting before which accounts
2. Report and Accounts.	To approve the Directors' remuneration report (excluding the Directors' remuneration policy) for the year ended 31 March 2018, as set out on pages 88 to 109 of the Annual		are laid. 14. To authorise the Audit Committee to determine the
3.	To approve the Directors' remuneration policy as set out on pages 91 to 100 of the Annual Report and Accounts.		remuneration of the auditors. 15. Political donations.
4. To re-elect Derek Mapp as a director.			16. Directors' authority to allot shares.
5. To re-elect Phil Bentley as a director.			SPECIAL RESOLUTIONS

7. To re-elect Nivedita Krishnamurthy Bhagat as a director.

8. To re-elect Jack Boyer, OBE as a director.

9. To elect Philippa Couttie as a director.

10. To elect Jennifer Duvalier as a director.

11. To elect Mary Reilly as a director.

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

19. Authority to purchase own shares.

18. Additional authority to disapply pre-emption rights for the purposes of acquisitions and capital investments.

Against Vote Withheld

Signature Date

Notes

• 1. Every holder has the right to appoint some other person(s) of their choice, who need not be a shareholder, as his proxy to exercise all or any of his rights to attend, speak and vote on his behalf at the meeting. If you wish to appoint a person other than the Chairman, please insert the name of your chosen proxy holder in the space provided (see overleaf). If the proxy is being appointed in relation to less than your full voting entitlement, please enter the number of shares in relation to which they are authorised to act as your proxy. If left blank your proxy will be deemed to be authorised in respect of your full voting entitlement (or if the Form of Proxy has been issued in respect of a designated account for a shareholder, the full voting entitlement for that designated account).
• 1. To appoint more than one proxy you may photocopy this form. Please indicate the proxy holder's name and the number of shares in relation to which they are authorised to act as your proxy (which, in aggregate, should not exceed the number of shares held by you). Please also indicate if the proxy instruction is one of multiple instructions being given. All forms must be signed and should be returned together in the same envelope.
• 1. The right to appoint a proxy does not apply to persons whose shares are held on their behalf by another person and who have been nominated to receive communication from the Company in accordance with section 146 of the Companies Act 2006 ("nominated persons"). Nominated persons may have a right under an agreement with the registered shareholder who holds shares on their behalf to be appointed (or to have someone else appointed) as a proxy. Alternatively, if nominated persons do not have such a right, or do not wish to exercise it, they may have a right under such an agreement to give instructions to the person holding the shares as to the exercise of voting rights.
• 1. The "Vote Withheld" option is provided to enable you to abstain on any particular resolution. However, it should be noted that a "Vote Withheld" is not a vote in law and will not be counted in the calculation of the proportion of the votes "For" and "Against" a resolution.
• 1. Entitlement to attend and vote at the meeting and the number of votes which may be cast thereat will be determined by reference to the Register of Members of the Company at close of business on 27 July 2018. Changes to entries on the Register of Members after that time shall be disregarded in determining the rights of any person to attend and vote at the meeting.
• 1. Shares held in uncertificated form (i.e. in CREST) may be voted through the CREST Proxy Voting Service in accordance with the procedures set out in the CREST manual. Shareholders wishing to vote online should visit www.mitieshares.com and follow the instructions.
• 1. The completion and return of this form will not preclude a member from attending the meeting and voting in person. If you attend the meeting in person, your proxy appointment will automatically be terminated.
• 1. The Form of Proxy must arrive at Link Asset Services, PXS 1, 34 Beckenham Road, Beckenham, Kent BR3 4ZF during usual business hours accompanied by any power of attorney under which it is executed (if applicable) no later than 11:30am on 27 July 2018.
• 1. If you prefer, you may return your Form of Proxy form to the Registrar in an envelope addressed to Link Asset Services PXS 1, 34 Beckenham Road, Beckenham, Kent, BR3 4ZF.

Business Reply Plus Licence Number RLUB-TBUX-EGUC

PXS 1 34 Beckenham Road Beckenham BR3 4ZF