Mitie Group PLC — Proxy Solicitation & Information Statement 2017

May 17, 2017

ATTENDANCE CARD

Extraordinary General Meeting ("EGM") to be held on Monday 12 June 2017 at 12 noon

Mitie Group plc ("Mitie" or "Company") invites you to attend the EGM to be held at: Evercore, 15 Stanhope Gate, London, W1K 1LN

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 shareholder 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	Barcode:
	Investor Code:
FORM OF PROXY Mitie Group plc - Extraordinary General Meeting ("EGM") to be held on Monday 12 June 2017 at 12 noon.
		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) Number of shares proxy appointed over	Event Code:
Box 1 Box 2 as my/our proxy to vote on my/our behalf at the EGM of Mitie to be held on Monday 12 June 2017 at 12 noon 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.

SPECIAL RESOLUTION Please mark ' ' to indicate how you wish to vote

Increase in Mitie's Borrowing Powers

That Mitie's Articles of Association be amended by replacing the current Article 108.2 with a new Article 108.2 (setting the limit on the borrowing powers of Mitie to a fixed amount of £1.5bn), and deleting Article 108.3(a).

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).
• 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 close of business on 8 June 2017. 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.mitie-shares.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 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) not less than 48 hours (excluding any part of a day that is not a working day) before the time appointed for the holding of the meeting or any adjournment thereof.
• 1. 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

PXS 1 34 Beckenham Road Beckenham BR3 4ZF