Mitie Group PLC

AGM Information • Jul 23, 2025

Company No: SC019230

The Companies Act 2006

Special Business of

MITIE GROUP PLC ("Mitie")

Passed on 22 July 2025

At the Annual General Meeting ("AGM") of Mitie duly convened and held on 22 July 2025 at 11.30am at Level 12, The Shard, 32 London Bridge Street, London SE1 9SG and on an electronic platform as described in Appendix 2 of the formal Notice of AGM, the following resolutions were passed:

Resolution 16 – Directors' authority to allotshares(ordinary resolution)

That, in substitution for any equivalent authorities and powers granted to the Directors prior to the passing of thisresolution, the Directors be generally and unconditionally authorised pursuant to s551 of the Act to exercise all the powers of Mitie to allot 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 £3,140,877.30 equal to 10% of the issued ordinary share capital of Mitie as at 3 June 2025 (excluding treasury shares) provided that (unless previously revoked, varied or extended) this authority shall expire on the earlier of 30 September 2026 and the conclusion of the next annual general meeting 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 an offer or agreement as if the authority conferred hereby had not expired.

Resolution 17 – Authority to purchase own shares(special resolution)

That Mitie be and is hereby generally and unconditionally authorised for the purposes of s701 of the Act to make market purchases (within the meaning of s693(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:

(a) the maximum number of Ordinary Sharesthat may be purchased is 125,635,092, representing approximately 10% of the issued ordinary share capital of Mitie as at 3 June 2025 (excluding treasury shares);

(b) the minimum price (exclusive of expenses) that may be paid for an Ordinary Share is 2.5p;

(c) the maximum price (exclusive of expenses) that may be paid for an Ordinary Share is the higher of (i) 105% of 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 contracted to be 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, unless previously renewed, revoked or varied, expire on the earlier of 30 September 2026 and the conclusion of the next annual general meeting 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.

Resolution 18 – Articles of Association (special resolution)

To adopt new Articles of Association (in the form produced to the meeting and initialled by the Chairman of the meeting for the purposes of identification) as the Articles of Association of the Company in substitution for, and to the exclusion of, the Company's existing Articles of Association with effect from the conclusion of this AGM.

Resolution 19 – Notice of general meetings(special resolution)

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

…………………………………… Peter Dickinson Chief Legal Officer & Company Secretary