Mitie Group PLC — AGM Information 2020

Nov 23, 2020

Company No: SC019230

The Companies Act 2006

Special Business of

MITIE GROUP PLC ("Mitie")

Passed on 23 November 2020

At the General Meeting of Mitie duly convened and held at Level 12, The Shard, 32 London Bridge Street, London SE1 9SG on 23 November 2020 at 11.00am, the following resolutions were passed:

SPECIAL BUSINESS – ORDINARY RESOLUTIONS

Resolution 1

THAT: subject to the passing of Resolution 2 and Resolution 3, the Acquisition, substantially on the terms and subject to the conditions set out in the sale and purchase agreement entered into by the Company and How Group Limited (the "Seller") on 25 June 2020 relating to the Acquisition (the "Original Share Purchase Agreement") as amended by the amendment agreement entered into on 4 November 2020 (the "Amendment Agreement", and, as the Original Share Purchase Agreement is so amended, the "Share Purchase Agreement") be and is hereby approved and the directors of the Company (the "Directors") (or any duly constituted committee thereof) be authorised:

• (a) to take all such steps as may be necessary or desirable in connection with, and to implement, the Acquisition; and
• (b) to agree such modifications, variations, revisions, waivers or amendments to the terms and conditions of the Acquisition (provided such modifications, variations, revisions, waivers or amendments are not material), and to any documents relating thereto, as they may in their absolute discretion think fit; and

Resolution 2

THAT: subject to the passing of Resolution 1, without prejudice to all existing authorities conferred on the Directors, the Directors be and are hereby generally and unconditionally authorised in accordance with section 551 of the Companies Act 2006 to exercise all powers of the Company to allot new ordinary shares of 2.5 pence each in the capital of the Company, credited as fully paid, in connection with the Acquisition up to an aggregate nominal amount of £6,209,904.58, and which authority shall expire on the Long Stop Date, being 31 March 2021 or such later date as the Seller and the Company may agree or as may be determined in accordance with the Share Purchase Agreement (unless previously revoked or varied by the Company in general meeting), save that the Company may 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 an offer or agreement as if the authority conferred hereby had not expired.

Resolution 3

THAT: subject to the passing of Resolution 1, the terms of a proposed agreement between (1) the Company, (2) How Group Limited and (3) Project County SPV 1 Designated Activity Company providing for the purchase by the Company, in certain circumstances, of certain of its own shares by way of an off-market purchase (as defined by section 693(2) of the Companies Act 2006) (a copy of which has been produced to this meeting and made available at the Company's registered office for not less than 15 days ending with the date of this meeting), be and is hereby approved and authorised for the purposes of section 694 of the Companies Act 2006 and such approval and authority shall expire on 23 November 2025.

Certified to be a true copy.

…………………………………… P J G Dickinson Company Secretary