Mitie Group PLC — Proxy Solicitation & Information Statement 2017

Jun 23, 2017

ATTENDANCE CARD

Annual General Meeting ("AGM") to be held on Wednesday 26 July 2017 at 11.30am

Mitie Group plc ("Mitie" or "Company") invites you to attend the AGM to be held at: UBS, 5 Broadgate, London, EC2M 2QS

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 - Annual General Meeting ('AGM') to be held on Wednesday, 26 July 2017 at 11.30am
			Bar Code:
			Investor Code:
	I/We being a member(s) of Mitie hereby appoint the Chairman of the meeting or (see note 1 over)		Event Code:
	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 Wednesday 26 July 2017 at 11.30am 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.
	Please mark ' ' to indicate how you wish to vote		Please mark ' ' to indicate how you wish to vote
	ORDINARY RESOLUTIONS To receive the annual report and accounts for the year ended 31 March 2017 (the "Annual Report and Accounts"), together with the reports of the directors of Mitie (the "Directors") and	Vote Withheld Against For	ORDINARY RESOLUTIONS 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.	Vote Withheld Against For
	auditors thereon. To approve the Directors' remuneration report (excluding the		11. To authorise the Audit Committee to determine the remuneration of the auditors.
	Directors' remuneration policy) for the year ended 31 March 2017, as set out on pages 74 to 86 of the Annual Report and		12. Political donations.
	Accounts.		13. Directors' authority to allot shares .
	To elect Derek Mapp as a director.		SPECIAL RESOLUTIONS
1 . 2. 3. 4. 5.	To elect Phil Bentley as a director. To elect Sandip Mahajan as a director.		14. General authority to disapply pre-emption rights.
6.	To elect Nivedita Krishnamurthy Bhagat as a director.		15. Additional authority to disapply pre-emption rights for the purposes of acquisitions and capital investments.
	To re-elect Larry Hirst, CBE as a director.		16. Authority to purchase own shares.
7. 8.	To re-elect Jack Boyer, OBE as a director.		17. That a general meeting (other than an annual general meeting) may be called on not less than 14 clear days' notice.

88164 Mitie Proxy.indd 1									21/06/2017 12:31
	JOB No	88164 Mitie Group proxy			DATE STARTED	16.06.17	STARTED BY	KATE
	PREVIOUS JOB No	84474	DATE AMENDED	21.06.16	AMENDED BY	KATE	PROOF No	3
	TEMPLATE NAME		SIZE	210X297	COLOURS	CMYK
	SAVED IN	PROXY	A/C HANDLER	CC STUDIO		CLIENT'S NAME S GRUNDY

www.mitie-shares.com

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 24 July 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) no later than 11.30am on 24 July 2017.
• 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