Mitie Group PLC — Proxy Solicitation & Information Statement 2011

Oct 24, 2011

ATTENDANCE CARD

General Meeting ("GM") to be held on Thursday 10 November 2011 at 9.30am

MITIE Group PLC ('MITIE' or 'Company') invites you to attend the GM to be held at MITIE, Ground Floor East, The Cottons Centre, Cottons Lane, 47/49 Tooley Street, London, SE1 2QG If you wish to attend this meeting in your capacity as a holder of Ordinary shares, please sign this card and on arrival hand it to Mitie's registrars. This will facilitate entry to the meeting.

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

	Investor Code:
FORM OF PROXY
	MITIE Group PLC - General Meeting ("GM") to be held on Thursday 10 November 2011 at 9.30am
	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) Event Code: Number of shares proxy appointed over
	Box 1 Box 2 as my/our proxy to vote on my/our behalf at the GM of MITIE to be held on Thursday 10 November 2011 at 9.30am and at any adjournment thereof. I have indicated with a ' ' how I/we wish my/our votes to be cast on the following resolutions : If you wish to appoint multiple proxies please see note 2. Please also tick here if you are appointing more than one proxy.
	' to indicate how you wish to vote	Vote Withheld Against For
RESOLUTIONS Please mark ' 1 That the MTFM	Scheme be approved and adopted
2 That the MFM	Ireland Scheme be approved and adopted
3 That the MBSUK	Scheme be approved and adopted

proxy electronically at www.mitie-shares.com

Job No 71952 Mitie Group proxy Date started 13.10.11 Started by Tammy Template name Date amended 13.10.11 Amended by Tammy Proof no 2 Saved in Proxy Size 210x297mm A4 Colours BLACK Previous job no 70979 A/c handler CC STUDIO Client's name J Baker 71952 Mitie Group proxy.indd 1 13/10/11 16:35:42

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 their 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 over). 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 this proxy form 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 6.00pm on 8 November 2011. 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.capitashareportal.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 over must arrive at Capita Registrars, 34 Beckenham Road, Beckenham, BR3 4TU during usual business hours accompanied by any Power of attorney under which it is executed (if applicable) no later than 9.30am on 8 November 2011.
• 1. If you prefer, you may return the proxy form to the Registrar in an envelope addressed to FREEPOST RSBH-UXKS-LRBC, PXS, 34 Beckenham Road, Beckenham, BR3 4TU.

Business Reply Licence Number RSBH-UXKS-LRBC

PXS 34 Beckenham Road Beckenham BR3 4TU