Mitie : Notice of AGM 2023

Annual General Meeting

of Mitie Group plc

25 July 2023 at 11.30am

Level 12, The Shard, 32 London Bridge Street, London SE1 9SG

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 financial advice from your stockbroker, bank manager, solicitor, accountant or other independent professional adviser authorised pursuant to the Financial Services and Markets Act 2000 immediately.

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

Annual General Meeting of Mitie Group plc ("Mitie")

Mitie Group plc

35 Duchess Road Rutherglen Glasgow, G73 1AU 23 June 2023

Dear Shareholder,

We are pleased to notify you that our 2023 Annual General Meeting (the "AGM") will be held at Level 12, The Shard, 32 London Bridge Street, London SE1 9SG and will be viewable via webcast as described in Appendix 2 of this document, on 25 July 2023 at 11.30am. The formal Notice of AGM (the "Notice") and the details of resolutions on which you will be asked to vote are set out in this booklet.

AGM arrangements

The Company is offering facilities for you to view the AGM electronically via webcast. Further details of how to join are set out in Appendix 2. Arrangements have also been made to allow you to submit questions in advance of the AGM via email to [e-mail]. We ask shareholders attending the meeting in person to monitor the Company's website www.mitie.com/investors/shareholder-informationand regulatory news for any AGM updates. If you are experiencing COVID-19 symptoms, please do not attend the AGM. Anyone displaying COVID-19 symptoms who attempts to attend the AGM may not be admitted to the AGM and/or may be removed from the AGM to ensure the health and wellbeing of other individuals in attendance.

Voting at the AGM

If you are not able to attend the AGM in person, you can still register your vote by appointing a proxy electronically via the shareholder portal (www.mitie-shares.com). To do this you will need your Investor Code, which you will find on your share certificate or welcome letter. You may also vote by CREST or by returning a completed hard copy form of proxy to Mitie's Registrars, Link Group ("Link") at PXS 1, Central Square, 29 Wellington Street, Leeds LS1 4DL. Please note that you will not automatically receive a hard copy proxy form but may request one from Link should you prefer to vote in this manner. If you are an institutional investor, you may appoint your proxy electronically via the Proxymity platform. In each case, proxy appointments must be submitted to Link no later than 11.30am on 21 July 2023 (or in the case of adjournment, not less than 48 hours before the time appointed for the holding of the meeting) in order for your vote to be registered.

Shareholders who attend the AGM in person will be able to vote in real time. Voting on all resolutions on the day will be by way of a poll card at the physical meeting. Votes can be cast once the Chairman has declared the poll open.

Recommendation

Your Board of Directors believe that the proposals described in this document are in the best interests of Mitie and its shareholders as a whole and unanimously recommend that you vote in favour of all of the resolutions. The Directors intend to do so in respect of their own beneficial holdings.

Annual Report and Accounts

The Annual Report and Accounts for the year ended 31 March 2023 have been published and are available on our website, www.mitie.com. These detail our financial, operational and corporate responsibility performance in the last financial year and the Board's plans for the future direction of Mitie. The Board is focused on the long-term future success of the business and delivering shareholder value. Further details can be found on pages 12 to 19 of the Annual Report and Accounts.

Yours sincerely,

Derek Mapp

Chairman

LinkVote+

Link has launched a shareholder app: LinkVote+. It's free to download and use and gives shareholders the ability to access their shareholding record at any time and allows users to submit a proxy appointment quickly and easily online. The app is available to download on both the Apple App Store and Google Play, or by scanning the relevant QR code below.

Apple App Store

GooglePlay

2	Mitie Group plc
	Notice of Annual General Meeting 2023

Notice of 2023 Annual General Meeting of Mitie Group plc

Notice is hereby given that the 2023 Annual General Meeting of Mitie Group plc ("Mitie" or the "Company") will be held at Level 12, The Shard, 32 London Bridge Street, London SE1 9SG on 25 July 2023 at 11.30am to consider and, if thought fit, pass the following resolutions, of which resolutions 1 to 15 inclusive will

be proposed as ordinary resolutions and resolutions 16 and 17 as special resolutions.

Resolution 1 - Annual Report and Accounts (ordinary resolution)

To receive the annual report and accounts for the year ended 31 March 2023 (the "Annual Report and Accounts"), together with the reports of the directors of Mitie (the "Directors") and auditors thereon.

Resolution 2 - Directors' Remuneration Report (ordinary resolution)

To approve the Directors' remuneration report (excluding the Directors' remuneration policy) for the year ended 31 March 2023, as set out on pages 116 to 130 of the Annual Report

and Accounts.

Resolution 3 - Declaration of dividend (ordinary resolution)

To declare a final dividend for the year ended 31 March 2023 of 2.2p per ordinary share.

Resolution 4 - Re-election of Non-Executive Chairman (ordinary resolution)

To re-elect Derek Mapp as a director.

Resolution 5 - Re-election of Chief Executive (ordinary resolution)

To re-elect Phil Bentley as a director.

Resolution 6 - Re-election of Chief Financial Officer (ordinary resolution)

To re-elect Simon Kirkpatrick as a director.

Resolution 7 - Re-election of Independent Non-Executive Director (ordinary resolution)

To re-elect Jennifer Duvalier as a director.

Resolution 8 - Re-election of Independent Non-Executive Director (ordinary resolution)

To re-elect Mary Reilly as a director.

Resolution 9 - Re-election of Independent Non-Executive Director (ordinary resolution)

To re-elect Roger Yates as a director.

Resolution 10 - Re-election of Independent Non-Executive Director (ordinary resolution)

To re-elect Chet Patel as a director.

Resolution 11 - Re-election of Independent Non-Executive Director (ordinary resolution)

To re-elect Salma Shah as a director.

Resolution 12 - Re-appointment of auditor (ordinary resolution)

To re-appoint BDO LLP as auditor of Mitie to hold office from the conclusion of the AGM until the conclusion of the next general meeting before which accounts are laid.

Resolution 13 - Remuneration of auditor (ordinary resolution)

To authorise the Audit Committee to determine the remuneration of the auditor.

Resolution 14 - Political donations (ordinary resolution)

That Mitie (together with any company which is or becomes a subsidiary of Mitie during the period to which this resolution relates) is hereby authorised, at any time during the period commencing on the date of passing this resolution 14 and ending at the earlier of

30 September 2024 and the conclusion of Mitie's next annual general meeting, for the purposes of s366 of the Companies Act 2006 (the "Act"), to: (a) make political donations to political parties and/or independent election candidates not exceeding £50,000 in total; (b) make political donations to political organisations other than political parties not exceeding £50,000 in total; and, (c) incur political expenditure not exceeding £50,000 in total; provided that the total

aggregate amount of such political donations and political expenditure referred to in (a) to

1. above during such period shall not exceed £50,000 for Mitie and all of its group of companies (provided that such amount may comprise sums in different currencies that shall be converted at such rate as the Directors may in their absolute discretion determine to be appropriate). Terms used in this resolution 14 have the same meaning as under Part 14 of the Act.

Resolution 15 - Directors' authority to allot shares (ordinary resolution)

That, in substitution for any equivalent authorities and powers granted to the Directors prior to the passing of this resolution, the Directors be generally and unconditionally authorised pursuant to s551 of the Act to exercise all the powers of Mitie to allot shares in Mitie, and grant rights to subscribe for or to convert any security into shares in Mitie (such shares, and rights to subscribe for or to convert any security into shares of Mitie being "Relevant Securities") up to an aggregate nominal amount of £3,388,970.68 equal to 10% of the issued ordinary share capital of Mitie as at 6 June 2023 (excluding treasury shares) provided that (unless previously revoked, varied or extended) this authority shall expire on the earlier of 30 September 2024 and the conclusion of the next annual general meeting of Mitie, except that Mitie may at any time before such expiry make an offer or agreement which would or might require Relevant Securities to be allotted after such expiry and the Directors may allot Relevant Securities in pursuance of such an offer or agreement as if the authority conferred hereby had not expired.

Resolution 16 - Authority to purchase own shares (special resolution)

That Mitie be and is hereby generally and unconditionally authorised for the purposes of s701 of the Act to make market purchases (within the meaning of s693(4) of the Act) of its ordinary shares of 2.5p each ("Ordinary Shares"), on such terms and in such manner as the Directors may from time to time determine, provided that:

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Notice of Annual General Meeting 2023

Notice of 2022 Annual General Meeting of Mitie Group plc continued

1. the maximum number of Ordinary Shares that may be purchased is 135,558,827, representing approximately 10% of the issued ordinary share capital of Mitie as at 6 June 2023 (excluding treasury shares); (b) the minimum price (exclusive of expenses) that may be paid for an Ordinary Share is 2.5p; (c) the maximum price (exclusive of expenses) that may be paid for an Ordinary Share is the higher of (i) 105% of the average middle market value of an Ordinary Share (as derived from the Daily Official List of the London Stock Exchange) for the five business days immediately preceding the day on which the Ordinary Share is contracted to be purchased; and (ii) the value of an Ordinary Share calculated on the basis of the price quoted for (a) the last independent trade of, or (b) the highest current independent bid for, any number of Ordinary Shares on the trading venue where the purchase is carried out; and (d) this authority shall, unless previously renewed, revoked or varied, expire on the earlier of 30 September 2024 and the conclusion of the next annual general meeting of Mitie, except in relation to purchases of Ordinary Shares the contract for which was concluded before the expiry of this authority and which might be completed or executed wholly or partly after such expiry.

Resolution 17 - Notice of general meetings (special resolution)

That a general meeting (other than an annual general meeting) may be called on not less than

14 clear days' notice. By order of the Board:

Peter Dickinson

Chief of Staff, General Counsel & Company Secretary

23 June 2023

Registered Office:

35 Duchess Road, Rutherglen, Glasgow, G73 1AU

Registered number: SC019230

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	Notice of Annual General Meeting 2023

Meeting notes

1. Shareholders are strongly encouraged to vote on the resolutions to be proposed at the AGM. Shareholders are able to complete and return a form of proxy in accordance with the procedures set out below in order to vote in advance of the AGM. Arrangements have also been made to allow shareholders to submit questions to the Board in advance of the AGM (see note 7). Shareholders may appoint one or more persons other than the Chairman of the AGM to be their proxy to exercise their rights at the AGM and such a proxy need not also be a shareholder of Mitie. However, shareholders are strongly encouraged to appoint the Chairman of the AGM as their proxy, which will ensure their votes are cast in accordance with their wishes, even if the shareholder, or any other person they might appoint as proxy, is unable to attend the meeting in person. A shareholder may appoint more than one proxy provided that each proxy is appointed to exercise rights attached to different shares (so a shareholder must have more than one share to be able to appoint more than one proxy).

A shareholder may only appoint a proxy using the procedures set out in these notes. Mitie is not distributing a hard copy form of proxy unless specifically requested and shareholders are encouraged to submit proxy applications. The methods available to appoint a proxy are set out below:

1. requesting a hard copy form of proxy from Mitie's Registrar, Link Group, on 0371 664 0300 and returning the completed form of proxy, and any power of attorney or other authority under which it is executed (or a duly certified copy of any such power or authority) to Link Group, PXS 1, Central Square,
   29 Wellington Street, Leeds LS1 4DL; or
2. completing the online form of proxy via the Mitie shareholder portal (www.mitie-shares.com). If you have not previously registered to use the shareholder portal, you will first be asked to register as a new user, for which you will require your investor code (which can be found on your share certificate and dividend confirmation), family name and postcode (if resident in the United Kingdom); or
3. Link has launched a shareholder app: LinkVote+. It's free to download and use and gives shareholders the ability to access their shareholding record at any time and allows users to submit a proxy appointment quickly and easily online. The app is available to download on both the Apple App Store and Google Play, or by scanning the relevant QR code on page 2; or

1. if you are an institutional investor, appoint your proxy electronically via the Proxymity platform, a process which has been agreed by Mitie and approved by Mitie's Registrar. Before appointing a proxy through Proxymity, you will need to have agreed to Proxymity's associated terms and conditions. It is important that you read these carefully as you will be bound by them and they will govern the electronic appointment of your proxy. Further information in relation to Proxymity is available at www.proxymity.io; or
2. in the case of CREST members, using the CREST electronic proxy appointment service in accordance with note 5 below,

and in each case the proxy must be received by Link Group no later than

1. 11.30 am on 21 July 2023 (or, in the case of an adjournment, not less than 48 hours (excluding any part of a day that is not a working day) before the time appointed for the holding of the adjourned meeting).

2. If you are a person who has been nominated by a shareholder to enjoy information rights in accordance with s146 of the Act, you do not have the right to appoint a proxy but you may have a right under an agreement between you and the 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 shareholder as to the exercise of voting rights.
3. Mitie, pursuant to Part 13 of the Act and to Regulation 41 of the Uncertificated Securities Regulations 2001 (as amended), specifies that only those shareholders registered in the register of members of Mitie at close of business on 21 July 2023 (or if the meeting is adjourned, two working days before the time fixed for the adjourned meeting) shall be entitled to attend and vote at the AGM in respect of the number of shares registered in their name at that time. Any changes to the register of members after such time shall be disregarded in determining the rights of any person to attend or vote at the meeting or adjourned meeting.
4. 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, whether in person or by proxy, shall be accepted to the exclusion of the votes of other joint holders.
5. CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may

do so for the meeting or any adjourned meeting by following the procedures described in the CREST Manual (available at www.euroclear.com. CREST personal members or other CREST sponsored members, and those CREST members who have appointed a voting service provider, should refer to their CREST sponsor or voting service provider, who will be able to take the appropriate action on their behalf. In order for a proxy appointment or instruction made by means of CREST to be valid, the appropriate CREST message (a "CREST Proxy Instruction") must be properly authenticated in accordance with Euroclear UK & International Limited's ("Euroclear") specifications and must contain the information required for such instructions, as described in the CREST Manual. The message (regardless of whether it constitutes the appointment of a proxy or an amendment to the instruction given to a previously appointed proxy) must, in order to be valid, be transmitted so as to be received by the issuer's agent (ID RA10)

by the latest time for receipt of proxy appointments specified in note 1 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 CREST in the manner prescribed by CREST. After this time any change of instructions to a proxy appointed through CREST should be communicated by other means. 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 any particular messages. Normal system timings and limitations will therefore apply in relation to the input of CREST proxy instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member or sponsored member or has appointed a voting service provider, to procure that his or her CREST sponsor or voting service provider takes) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In this connection, CREST members (and, where applicable, their CREST sponsors or voting service providers) are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings. Mitie may treat as invalid a CREST proxy instruction in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001(as amended).

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Notice of Annual General Meeting 2023