Mitie Group PLC — Proxy Solicitation & Information Statement 2024

Jun 21, 2024

Mitie Group plc - Annual General Meeting 2024 - Form of Proxy

You may appoint a proxy at www.signalshares.com instead of using this form.

(Name(s))
(Address)
(Address)
(Address)
(Address)
(Address)

For guidance on how to complete this Form of Proxy or for any further information on the resolutions put forward please refer to the Notice of Meeting on the Company's website.

I/We being (a) member/members hereby appoint the Chairman of the meeting/the following person:

Name of proxy (if not the Chairman of the meeting):

Number of ordinary shares appointed over: (if less than your full voting entitlement)

as my/our proxy, to attend, speak and vote on my/our behalf at the Meeting of the Company and at any adjournment thereof. Please indicate below how you would like your proxy to vote on your behalf on the resolutions.

Please put an 'X' in the box opposite if this proxy appointment is one of multiple appointments being made:

	Resolution:	For	Against	Withheld
1.	To receive the annual report and accounts for the year ended 31 March 2024, together with the reports of the directors and auditors thereon (see notice).
2.	To approve the Director's remuneration report (excluding the Directors' remuneration policy) for the year ended 31 March 2024 (see notice).
	3a. To approve the Directors' remuneration policy (see notice).
	3b. Amending the rules of the Mitie Group plc Long Term Incentive Plan 2015 for the one-off award to be granted to Chief Executive, Phil Bentley (see notice).
	4. To declare a final dividend for the year ended 31 March 2024 of 3.0p per ordinary share.
5.	To re-elect Derek Mapp as a director.
6.	To re-elect Phil Bentley as a director.

Resolution:	For	Against	Withheld
7. To re-elect Simon Kirkpatrick as a director.
8. To re-elect Jennifer Duvalier as a director.
9. To re-elect Chet Patel as a director.
10. To re-elect Mary Reily as a director.
11. To re-elect Salma Shah as a director.
12. To re-elect Roger Yates as a director.
13. To elect Penny James as a director.
14. To re-appoint BDO LLP as auditor of Mitie (see notice).
15. To authorise the Audit Committee to determine the remuneration of the auditor.
16. To make political donations not exceeding £50,000 in total (see notice).
17. To authorise the directors to allot shares in Mitie up to 10% of the issued share capital of Mitie (excluding treasury shares) (see notice).
18. Authority to purchase own shares of up to 10% of the issued share capital of Mitie (see notice).
19. That a general meeting (other than an annual general meeting) may be called on not less than 14 clear days' notice.
Signature:	Date:

Please send this Form of Proxy to PXS 1, Link Group, Central Square, 29 Wellington Street, Leeds, LS1 4DL. Shareholders outside the United Kingdom should send this Form of Proxy to Link Group, PXS 1, Link Group, Central Square, 29 Wellington Street, Leeds, LS1 4DL, United Kingdom.