Mitie Group PLC — Share Issue/Capital Change 2017

Jun 12, 2017

The Companies Act 2006

Special Business

of

Mitie Group plc ('Mitie')

Passed on 12 June 2017

At an Extraordinary General Meeting of Mitie duly convened and held at Evercore, 15 Stanhope Gate, London, W1K 1LN on 12 June 2017, the following resolution was passed:-

Special business - special resolution

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).

La Julia

Certified to be a true copy Peter Dickinson Company Secretary