Mitie Group PLC — Proxy Solicitation & Information Statement 2013

Jun 10, 2013

MITIE

ATTENDANCE CARD

Annual General Meeting ('AGM') to be held on Tuesday 9 July 2013 at 2.30pm

MITIE Group PLC ('MITIE' or 'Company') invites you to attend the AGM to be held at: UBS Investment Bank, 1 Finsbury Avenue, London, EC2M 2PP

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.

Signature of person attending

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FORM OF PROXY

MITIE Group PLC - Annual General Meeting ('AGM') to be held on Tuesday 9 July 2013 at 2.30pm

Bar Code:
Investor Code:
Event Code:
I/We being a member(s) of MITIE hereby appoint the Chairman of the meeting or (see note 1 over)
Name of proxy
Number of shares proxy appointed over
Box 1
Box 2

as my/our proxy to vote on my/our behalf at the AGM of MITIE to be held on Tuesday 9 July 2013 at 2.30pm 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.

| RESOLUTIONS | Please mark "×" to indicate how you wish to vote | Against
Vote Withheld |
| --- | --- | --- |
| 1 | To receive the Annual Report and Accounts for the year ended 31 March 2013 and the Reports of the Directors and Auditors thereon. | ☑
☐ |
| 2 | To approve the Directors' Remuneration Report for the year ended 31 March 2013 contained in the Annual Report and Accounts. | ☑
☐ |
| 3 | To declare a final dividend for the year ended 31 March 2013 of 5.7p per ordinary share. | ☑
☐ |
| 4 | To re-elect Roger John Matthews as a director. | ☑
☐ |
| 5 | To re-elect Ruby McGregor-Smith CBE as a director. | ☑
☐ |
| 6 | To re-elect Suzanne Claire Baxter as a director. | ☑
☐ |
| 7 | To re-elect William Robson as a director. | ☑
☐ |
| 8 | To re-elect Larry Hirst CBE as a director. | ☑
☐ |
| 9 | To re-elect David Stannard Jenkins as a director. | ☑
☐ |
| 10 | To re-elect Terence Keith Morgan CBE as a director. | ☑
☐ |
| 11 | To appoint Jack Boyer as a director. | ☑
☐ |
| RESOLUTIONS | Please mark "×" to indicate how you wish to vote | For
Against
Vote Withheld |
| --- | --- | --- |
| 12 | To appoint Crawford Gillies as a director. | ☑
☐ |
| 13 | To re-appoint Deloitte LLP as auditors of MITIE until the conclusion of the next general meeting before which accounts are laid, and authorise the Directors to determine their remuneration. | ☑
☐ |
| 14 | Directors' authority to allot shares. | ☑
☐ |
| 15 | Authority to make political donations. | ☑
☐ |
| 16 | Dis-application of pre-emption rights (special resolution). | ☑
☐ |
| 17 | Authority to purchase own shares (special resolution). | ☑
☐ |
| 18 | Notice of general meetings (special resolution). | ☑
☐ |

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Signature
Date

You may submit your proxy electronically at www.mitie-shares.com

76070 Mitie Group proxy.indd 1
7/6/13 13:26:39

JOB No	76070 Mitie Group proxy			DATE STARTED	08.05.13	STARTED BY	ANNA
PREVIOUS JOB No	73448	DATE AMENDED	07.06.13	AMENDED BY	ANNA	PROOF No	3
TEMPLATE NAME		SIZE	210X297	COLOURS	BLACK
SAVED IN	PROXY	A/C HANDLER	CC STUDIO	CLIENT'S NAME	2 PRITCHARD

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76070 Mite Group proxy.indd 2
7/6/13 13:26:40

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).

2. 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.

3. 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.

4. 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.

5. 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 7 July 2013. 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.

6. 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.mitie-shares.com and follow the instructions.

7. 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.

8. 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 2.30 pm on 5 July 2013.

9. 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

1

PXS
34 Beckenham Road
Beckenham
BR3 4TU