Mitie Group PLC — Proxy Solicitation & Information Statement 2017

May 17, 2017

17 May 2017

Dear Shareholder,

Extraordinary General Meeting of M Mitie Group plc ("Mitie")

We hereby give you notice that an Extraordinary Gate, London, W1K 1LN on 12 June resolution on which you will be asked to General Meeting (the "EGM") will be held at 2017 at 12 noon. The formal Notice of EGM (the "Notice") and the details of to vote are set out in this booklet. GM") at Evercore, 15 Stanhope GM of a

Background to the resolution

Further to Mitie's announcement on borrowing powers as currently set out in its Articles of in 2011. 3 May 2017, Mitie is seeking shareholder approval to amend the Association (the "Articles"). The current limit was introduced limit on Mitie's . adjustments to reserves in

As explained in that announcement FY'17, made as a result of the balance sheet review, and the subsequent impact on the Group, it is possible that Mitie may in the future operate in a way that technically does not comply with its own Articles (as its borrowing powers are defined in the Articles)). While the Board believes that this is unlikely to happen, the Board considers it sensible, and in the best interest of Mitie's shareholders, to seek appro to a fixed amount of £1.5bn. The adoption of the higher limit will not materially change Mitie's borrowing policy and the Board believes it to be in the best commercial interests of the Group. announcement, as a result of the one-off asset write downs and based on a multiple of two times Mitie's Adjusted Capital and Reserves (as . approval to increase the limit on the bn. EGM but you can still register your vote by completing the retained earnings of the borrowing powers of Mitie

We appreciate that you may not be able to attend the enclosed proxy form and returning it Asset Services. We ask that you return your to be received by Capita not less than 48 hours before the time appointed for the holding of the meeting or any adjournment thereof in order for your vot via the shareholder portal (www.mitie on your proxy form. it, in accordance with the instructions printed on it, . proxy form as soon as possible. In any event vote to be registered. You may, if you wish, appoint your proxy electronically (www.mitie-shares.com). To do this you will need your Investor GM to Mitie's Registrars, Capita n it must be returned so as Investor Code which you will find

Your Board believe that the proposal as a whole and unanimously recommend that you vote in favour of respect of their own beneficial holdings. proposal described in this document is in the best interests of M of the resolution. The Mitie and its shareholders . Board intend to do so in

Yours sincerely,

Roger Matthews Chairman

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to the contents of this document and/or the action to take, you are advised to seek personal finan your stockbroker, bank manager, solicitor, accountant or other independent professional adviser authorised pursuant to the Financial Services and Markets Act 2000 immediately. financial advice from

If you have sold or otherwise transferred all of your ordinary shares in Mitie Group plc, please Form as soon as possible to the purchaser or transferee or to the stockbroker, bank manager or other agent through whom the s was effected for transmission to the purchaser or transferee. pass this document and the accompanying Proxy sale or transfer

NOTICE OF EXTRAORDINARY GENERAL MEETING OF MITIE GROUP PLC

Notice is hereby given that an Extraordinary Evercore, 15 Stanhope Gate, London, following resolution which will be proposed as a special resolution. Extraordinary General Meeting (the "EGM") of Mitie Group W1K 1LN on 12 June 2017 at 12 noon to consider and, 19230plc ("Mitie") will be held at and, if thought fit, pass the

SPECIAL RESOLUTION

Increase in Mitie's Borrowing Powers

That Mitie's Articles of Association be amended by replacing the current Article 108. (setting the limit on the borrowing powers of Mitie to a fixed amount of 108.2 setting of £1.5bn), and deleting Article 108.3(a) 2 with a new Article 108.2 , 108.3(a).

A copy of the proposed new Articles will be available for inspection at before and during the EGM. Evercore, 15 Stanhope Gate, London, W1K 1LN

By order of the Board:

Peter Dickinson Group Company Secretary 17 May 2017

Registered number: SC019230

Registered Office: 35 Duchess Road, Rutherglen, Glasgow, Glasgow, G73 1AU

MEETING NOTES

• 1. Only holders of Ordinary Shares are entitled to attend and vote at the meeting. Any member entitled to attend may appoint a attend, speak and vote at the meeting instead of him/her. A proxy need not be a member of Mitie but must attend the meeti represent (and must vote in accordance with any instructions given by) the member by whom the proxy is appointed. A member m appoint more than one proxy provided that each proxy is appointed to exercise rights attached to different shares (so a me more than one share to be able to appoint more than one proxy). A proxy form is enclosed with this Notice and instructions f are shown on the form. A member may only appoint a proxy using the procedures set out in these notes proxy form. To be effective, proxy forms duly completed must be received by Mitie's registrars, Capita Asset Services, not l hours (excluding any part of a day that is not a working day thereof. Alternatively, you may, if you wish, appoint your proxy electronically via the shareholder portal (www.mitie this you will need your Investor Code ("IVC") attending the meeting and voting in person. If you attend the meeting in person, your proxy appointment will automatically be day) before the time appointed for the holding of the meeting or any adjournment ("IVC"), which you will find on your proxy form. Appointing a proxy does not preclude a member from proxy to meeting to may member must have for completion and in the instructions on the less than 48 (www.mitie-shares.com). To do be terminated.
• 1. If you are a person who has been nominated by a shareholder to enjoy information rights in accordance with s146 of the Companies Act 2006 (the "Act"), you do not have the right to appoint a proxy but you may have a right under an agreement between you and th shareholder by whom you were nominated to be appointed, or to have someone else appointed, as a proxy for the meeting. If you have no such right or do not wish to exercise it, you may have a right under such an agreement to give instructions to the shareholde exercise of voting rights. as ou at in good time before the meeting, which will commence at the shareholder as to the
• 1. A member of Mitie who wishes to attend the meeting in person should arrive 12 noon. In order to gain admittance to the meeting, members may be required to produce their atte form of proxy enclosed with this document, a copy of the notification email if you receive communications from Mitie in this way, otherwise prove their identity. . attendance card, which is attached to the ndance or
• 1. Mitie, pursuant to Part 13 of the Act and to only those shareholders registered in the register of members of Mitie at two working days before the time fixed for the adjourned meeting) shall be entitled to attend and vote at the number of shares registered in their name at that time. determining the rights of any person to attend or vote at the meeting or adjourned meeting. Regulation 41 of the Uncertificated Securities Regulations 2001 (as amended), specifies that at close of business on 8 June 2017 Any changes to the register of members after such time shall be disregarded in 2017 (or if the meeting is adjourned, EGM in respect of the
• 1. In the case of joint holders of shares, the vote of the first named in the register of members of Mitie who tenders a vote, w or by proxy, shall be accepted to the exclusion of the votes of other joint holders. whether in person
• 1. CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so for the or any adjourned meeting by following the procedures described in t members, and those CREST members who have appointed a voting service provider, should refer to their CREST sponsor or voting provider, who will be able to take the appropriate action valid, the appropriate CREST message (a Ireland Limited's ("Euroclear") specificati Manual. The message must be transmitted so as to be received by the issuer's agent (ID RA10) by the latest time for receipt appointments specified above. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the message by the CREST Applications Host) from which the issuer's agent is able to retrieve the message by enquiry to CR manner prescribed by CREST. CREST members and, where applicable, their CREST sponsor or voting service providers, should note that Euroclear does not make available special procedures in CREST for particular messages. Normal system timings and limitations therefore apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned t the CREST member is a CREST personal member or sponsored member or has appointed a voting service provider, to procur CREST sponsor or voting service provider takes) such action as shall be necessary to ensure that a message is transmitted by CREST system by any particular time. In this connection, CREST members and, where applicable, their CREST providers are referred, in particular, to those sections of the CREST manual concerning practical limitations of the CREST sy timings. Mitie may treat as invalid a proxy appointment sent by CREST in the circumstances set Uncertificated Securities Regulations 2001 (as amended). the CREST Manual. CREST personal members or other CREST sponsored on their behalf. In order for a proxy appointment made by means of CREST to be "CREST Proxy Instruction") must be properly authenticated in accordance with Euroclear UK & ) specifications and must contain the information required for such instructions, as described in the CREST e. escribed erefore ess 9,100,410 Ordinary Shares were held in treasury and accordingly the total voting the meeting he service ) ons of proxy CREST in the limitations will to take (or if procure that his means of the sponsors or voting service system and out in Regulation 35(5)(a) of the
• 1. Members attending the meeting have the right to ask and, subject to the provisions of the Act, Mitie must cause to be answere questions relating to the business being dealt with at the meeting. answered, any
• 1. As at 8 May 2017 (being the latest practicable date prior to the publication of this Notice) Mitie's issued share capital consists of 369,092,075 Ordinary Shares carrying one vote each. rights in Mitie as at 8 May 2017 are 359,991,665 359,991,665.
• 1. A copy of this Notice, and all other information required by s311A of the Act, can be found on Mitie's website (www.mitie.com (www.mitie.com).
• 1. You may not use any electronic address provided in this Notice to communicate with Mitie for any purposes other than those expres stated. expressly
• 1. As soon as practicable after the EGM the results of voting will be announced via a regulated information service and Mitie's website (www.mitie.com). made available on

EXPLANATORY NOTES TO EGM RESOLUTION

Approval of resolution

Any resolution passed as a "special resolution special resolution" requires 75% or more of votes cast to be in favour of the resolution.

SPECIAL RESOLUTION

Increase in Mitie's Borrowing Powers

Article 108.2 limits Mitie's borrowing to 2 times its Adjusted Capital and Reserves as defined in Mitie's existing Articles.

As set out in the Chairman's letter, Mitie is seeking shareholder approval to amend the Articles of Association. The current limit was introduced in n limit on its borrowing powers, as contained in its current 2011.

As a result of the one-off asset write downs and subsequent impact on the retained earnings of the Group, it is possible that Mitie may in the future operate in a way that technically does not comply with its own Articles (as its borrowing powers are based on a multiple of two times Mitie's Adjusted Capital and Reserves (as defined in the Articles)). While the Board believes that this is unlikely to happen, the Board considers it sensible and in the best interest of shareholders, to seek approval to increase the are already limited by existing internal controls, the need to maintain a favourable credit rating and the The adoption of the higher limit will not materially change Mitie's borrowing policy and the Board believes it to be in the b interests of the Group. adjustments to reserves in FY'17, made as a result of the balance sheet review arnings . the limit on the borrowing powers of Mitie to a fixed amount of £1.5bn principles of sound corporate governance. review, and the of Mitie's £1.5bn. Mitie's external borrowings best commercial

Shareholders are therefore asked to approve an i increase in Mitie's borrowing powers to a fixed amount of £1.5bn bn.