Mitie Group PLC — Share Issue/Capital Change 2020

Apr 27, 2020

PARTICULARS OF THE RIGHTS ATTACHING TO ORDINARY 2.5p SHARES (the "Shares") IN THE CAPITAL OF MITIE GROUP PLC (the "Company")

Voting rights (including any voting rights that only arise in particular voting circumstances)

Each share carries the right to one vote on a poll.On a vote by show of hands each member present in person has one vote, and each member present in proxy has one vote subject to the provisions of the Articles where a proxy has been appointed by more than one member.The right to vote is determined by reference to the register of members at a time specified in the notice of meeting, being not more than 48 hours (disregarding non-working days) before the general meeting in question.

Dividend rights

All dividends shall be declared and paid according to the amounts paid up (otherwise than in advance of calls) on the Shares. Dividends may only be paid out of profits available for distribution and interim dividends may be paid as decided by the directors. Shareholders may declare a final dividend in an amount not exceeding the amount recommended by directors.

Pre-emption rights in offers for subscription of securities of the same class

Any equity securities issued by the Company for cash must first be offered to the holders of the Shares in proportion to their shareholdings under the Companies Act 2006. Such pre-emption rights may be disapplied by a special resolution of the shareholders, whether generally or specifically, for a maximum period not exceeding five years.

Rights to share in the issuer's profits

The Shares do not carry any rights to share in the Company's profits.

Rights to share in any surplus in the event of liquidation

If the Company is wound up, pursuant to the Company's Articles of Association the surplus assets remaining after payment of all creditors are to be divided among the members in proportion to the capital which at the commencement of the winding up is paid up on the shares held by them respectively and, if such surplus assets are insufficient to repay the whole of the paid up capital, they are to be distributed so that as nearly as may be the losses are borne by the members in proportion to the capital paid up at the commencement of the winding up on the shares held by them respectively. This is subject to the rights attached to any shares which may be issued on special terms or conditions.

Redemption provisions.

The Shares are not redeemable.

Conversion provisions

The Shares are not convertible.