Mitie Group PLC — AGM Information 2021

Jun 25, 2021

Mitie Group Plc - Annual General Meeting 2021 - Form of Proxy

You may appoint a proxy at www.signalshares.com instead of using this form.

(Name(s))
(Address)
(Address)
(Address)
(Address)
(Address)

For guidance on how to complete this Form of Proxy or for any further information on the resolutions put forward please refer to the Notice of Meeting on the Company's website.

I/We being (a) member/members hereby appoint the Chairman of the meeting/the following person:

Name of proxy (if not the Chairman of the meeting):

(if less than your full voting entitlement) Number of ordinary shares appointed over:

as my/our proxy, to attend, speak and vote on my/our behalf at the Meeting of the Company and at any adjournment thereof. Please indicate below how you would like your proxy to vote on your behalf on the resolutions.

Please put an 'X' in the box opposite if this proxy appointment is one of multiple appointments
being made: Resolutions:	For	Against	Withheld
1 To receive the annual report and accounts for the year ended 31 March 2021
2 To approve the Directors' remuneration report (excluding the Directors' remuneration policy) for the year ended 31 March 2021
3 To approve the Directors' remuneration policy
4 Re-election of Non-Executive Chairman - Derek Mapp
5 Re-election of Chief Executive Officer - Phil Bentley
6 Election of Chief Financial Officer - Simon Kirkpatrick
7 Re-election of Independent NED Nivedita Krishnamurthy Bhagat
8 Re-election of Independent NED Baroness Couttie
9 Re-election of Independent NED Jennifer Duvalier
10 Re-election of Independent NED Mary Reilly

11	Re-election of Independent NED Roger Yates
12	To re-appoint BDO LLP as auditor of Mitie
13	To authorise the Audit Committee to determine the remuneration of the auditor
14	To make political donations not exceeding £50,000 in total
15	To authorise the directors to allot shares in Mitie up to 10% of the issued share capital of Mitie (excluding treasury
16	shares) General authority to disapply pre-emption rights limited to 5% of the issued share capital of Mitie (excluding treasury shares)
17	Additional authority to disapply pre-emption rights limited to 5% of the issued share capital of Mitie (excluding treasury shares)
18	Authority to purchase own shares of up to 10% of the issued share capital of Mitie (excluding treasury shares)
19	Approval of the Mitie Group plc Enhanced Delivery Plan
20	Approval of the Mitie Group plc Long Term Incentive Plan 2015
21	Approval of the Mitie Group plc Savings Related Share Option Scheme
22	Approval of the Mitie Group plc Share Incentive Plan extension
23	To adopt new Articles of Association of the Company
24	That a general meeting (other than an annual general meeting) may be called on not less than 14 clear days' notice
	Signature:______	Date:____

Please send this Form of Proxy to PXS 1, Link Group, Central Square, 29 Wellington Street, Leeds, LS1 4DL. Shareholders outside the United Kingdom should send this Form of Proxy to Link Group, PXS 1, Link Group, Central Square, 29 Wellington Street, Leeds, LS1 4DL, United Kingdom.