Mitie Group PLC — Proxy Solicitation & Information Statement 2016

Jun 10, 2016

mitie

ATTENDANCE CARD

Annual General Meeting ("AGM") to be held on Tuesday 12 July 2016 at 11.30 am

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.

FORM OF PROXY

Mitie Group plc - Annual General Meeting ('AGM') to be held on Tuesday 12 July 2016 at 11.30am

Bar Code:

Investor Code:

is my/our proxy to vote on my/our behalf at the AGM of Mitie to be held on Tuesday 12 July 2016 at 11.30 am 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.

| Please mark "X" to indicate how you wish to vote | | Agree
Yes Withd |
| --- | --- | --- |
| ORDINARY RESOLUTIONS | | Agree
Yes Withd |
| 1. | To receive the annual report and accounts for the year ended 31 March 2016 (the "Annual Report and Accounts"), together with the reports of the directors of Mitie (the "Directors") and auditors thereon. | ☑ |
| 2. | To approve the Directors' remuneration report (excluding the Directors' remuneration policy) for the year ended 31 March 2016, as set out on pages 76 to 94 of the Annual Report and Accounts. | ☑ |
| 3. | To declare a final dividend, for the year ended 31 March 2016, of 6.7p per ordinary share. | ☑ |
| 4. | To re-elect Roger Matthews as a director. | ☑ |
| 5. | To re-elect Ruby McGregor-Smith, CBE as a director. | ☑ |
| 6. | To re-elect Suzanne Baxter as a director. | ☑ |
| 7. | To re-elect Larry Hirst, CBE as a director. | ☑ |
| 8. | To re-elect Jack Boyer, OBE as a director. | ☑ |

Please mark "X" to indicate how you wish to vote

| ORIGINARY RESOLUTIONS | Agree
Yes Withd |
| --- | --- |
| 9. To re-elect Mark Reckitt as a director. | ☑ |
| 10. To re-appoint Deloitte LLP as auditors of Mitie to hold office from the conclusion of the AGM until the conclusion of the next general meeting before which accounts are laid. | ☑ |
| 11. To authorise the Audit Committee to determine the remuneration of the auditors. | ☑ |
| 12. Political donations. | ☑ |
| SPECIAL BUSINESS | |
| 13. Directors' authority to allot shares. | ☑ |
| 14. Dis-application of pre-emption rights. (Special Resolution) | ☑ |
| 15. Authority to purchase own shares. (Special Resolution) | ☑ |
| 16. That a general meeting (other than an annual general meeting) may be called on not less than 14 clear days' notice. (Special Resolution) | ☑ |

Signature

Date

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

84474 Mitie Proxy.indd 1

31/05/2016 17:12

JOB No	84474 Mitie Group proxy			DATE STARTED	11.05.16	STARTED BY	TAMMY
PREVIOUS JOB No	01013	DATE AMENDED	31.05.16	AMENDED BY	TAMMY	PROOF No	7
TEMPLATE NAME		SIZE	210X297	COLOURS	CMYK
SAVED IN	PROXY	A/C HANDLER	CC STUDIO	CLIENT'S NAME	BALFOUR

---

84474 Mike Proxy.indd 2
31/05/2016 17:12

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 his 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 close of business on 8 July 2016. 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 Asset Services, PXS 1, 34 Beckenham Road, Beckenham, Kent BR3 4ZF during usual business hours accompanied by any Power of attorney under which it is executed (if applicable) no later than 11.30am on 10 July 2016.

9. If you prefer, you may return the proxy form to the Registrar in an envelope addressed to Capita Asset Services PXS 1, 34 Beckenham Road, Beckenham, Kent, BR3 4ZF.

Business Reply Plus
Licence Number
RLUB-TBUX-EGUC

11

PXS 1
34 Beckenham Road
Beckenham
BR3 4ZF