MITIE GROUP PLC - Parliament Square - NOTICE OF COURT MEETING

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NOTICE OF COURT MEETING
MITIE GROUP PLC
Company Number: SC019230

NOTICE IS HEREBY GIVEN that, by an order dated 12 August
2026 (the “Order”), the Court of Session at Parliament House,
Parliament Square, Edinburgh, EH1 1RQ, Scotland (the “Court”)
has ordered that a meeting (the “Court Meeting”) be convened of
the Scheme Shareholders (as defined in the Scheme referred to
below) for the purpose of considering and, if thought fit, approving
(with or without modification) a scheme of arrangement (the
“Scheme”) pursuant to Part 26 of the Companies Act 2006
(the “Companies Act”) proposed to be made between Mitie Group
PLC (the “Company”), a public limited company incorporated in
Scotland with company number SC019230 and with its registered
office at 35 Duchess Road, Rutherglen, Glasgow, G73 1AU, and the
Scheme Shareholders (as defined in the Scheme of Arrangement)
and that the Court Meeting will be held at Level 12, The Shard,
32 London Bridge Street, London, SE1 9SG on 16 September 2026
at 11:30 a.m., at which place and time all Scheme Shareholders are
requested to attend.
At the Court Meeting, the following resolution will be proposed:
“THAT the scheme of arrangement dated 13 August 2026 (the
“Scheme of Arrangement”), between the Company and the holders
of Scheme Shares (each as defined in the Scheme of Arrangement),
a copy of which has been produced to this meeting and, for the
purposes of identification, initialled by the Chair of this meeting, in
its original form or with or subject to any modification, addition or
condition agreed by the Company and OCS (as defined in the
Scheme of Arrangement) and approved or imposed by the Court, be
approved and the directors of the Company (or a duly authorised
committee thereof) be authorised to take all such actions as they
may consider necessary or appropriate for carrying the Scheme of
Arrangement into effect.”
A copy of the Scheme of Arrangement and a copy of the explanatory
statement required to be furnished pursuant to section 897 of the
Companies Act has been published and is available for Scheme
Shareholders from the Company’s website at

www.mitie.com

and
hard copies are being sent to those Scheme Shareholders who have
previously requested to receive hard copy communications from the
Company. Further copies of the Scheme of Arrangement may be
obtained by any Scheme Shareholder by contacting the Company’s
registrars, MUFG Corporate Markets (“MUFG”) at Central Square,
29 Wellington Street, Leeds, LS1 4DL or between 9:00 a.m. and
5:30 p.m. (London time) Monday to Friday (except UK public
holidays) on 0371 664 0321 (if calling from within the UK) or on
+44 371 664 0321 (if calling from outside the UK). Calls outside
the United Kingdom will be charged at the applicable international
rate. Unless the context requires otherwise, any capitalised term used
but not defined in this notice shall have the meaning given to such
term in the Scheme of Arrangement.
Voting on the resolution will be by poll, which shall be conducted
as the chair of the Court Meeting may determine.
By the Order, the Court has appointed Christopher Rogers or, failing
him, any director of the Company to act as chair of the Court
Meeting, and has directed the chair of the Court Meeting to report
the result thereof to the Court.
The quorum at the Court Meeting (or at any adjourned or postponed
meeting) shall be two Scheme Shareholders, who are entitled to vote
and who are present in person (including, in the case of a Scheme
Shareholder who is a corporation, by a corporate representative), or
by proxy.
The Scheme is subject to the satisfaction, or where permitted,

waiver, of the Conditions (as defined in the Scheme of Arrange-
ment), including the approval of the Scheme by Scheme

Shareholders at the Court Meeting, the passing of the Resolution (as
defined in the Scheme of Arrangement) at the General Meeting
(as defined in the Scheme of Arrangement), and the subsequent
sanction of the Scheme by the Court and delivery or registration of
the Court Order with the Registrar of Companies.
Dated: 18 August 2026
Linklaters LLP
20 Ropemaker St, London, EC2Y 9AR
English solicitors for the Company
Dentons UK and Middle East LLP
First Floor, 9 Haymarket Square, Edinburgh EH3 8RY
Scottish solicitors for the Company
Information for Scheme Shareholders
To be entitled to attend and vote at the Court Meeting (and for the
purpose of the determination by the Company of the votes they may
cast), Scheme Shareholders must be registered in the register of
members of the Company as at 6:30 p.m. on 14 September 2026 or,
if the Court Meeting is postponed or adjourned, 6:30 p.m. on the
date which is two working days prior to the date fixed for any such
postponed or adjourned meeting. In each case, changes to the
register of members of the Company after 6:30 p.m. on the relevant
date will be disregarded in determining the right to attend and vote
at the Court Meeting.
Scheme Shareholders are entitled to appoint a proxy in respect of
some or all of their Scheme Shares. A proxy need not be a member
of the Company or a Scheme Shareholder. Scheme Shareholders are
entitled to appoint more than one proxy, provided that each proxy
is appointed to exercise the rights attached to a different share or

shares held by such Scheme Shareholder. Scheme Shareholders
who wish to appoint more than one proxy in respect of their
shareholding should contact the Company’s registrars, MUFG, on
0371 664 0321 (if calling from within the UK) or on +44 371 664
0321 (if calling from outside the UK) for further BLUE Forms of
Proxy. If more than one proxy appointment is made in respect of
the same Scheme Shares, the last one received by the registrars
of the Company shall be accepted.
In the case of joint holders of Scheme Shares, (i) it shall be sufficient
to give notice of the Court Meeting only to the senior joint holder;
and (ii) the vote of the senior who tenders a vote, whether in person
or by proxy, shall be accepted to the exclusion of the vote(s) of the
other joint holder(s) and for these purposes, seniority shall be
determined by the order in which the names stand in the register of
members of the Company in respect of the joint holding (the first
being the most senior).
In order to be valid, a completed and signed BLUE Form of Proxy
(as defined in the Scheme of Arrangement) for use at the Court
Meeting must be lodged with the Company’s registrars, MUFG, at
Central Square, 29 Wellington Street, Leeds, LS1 4DL no later than
11:30 a.m. on 14 September 2026 (or, in the case of a postponed or
adjourned meeting, no later than 48 hours (excluding any part of
a day which is not a working day) before the time of the postponed
or adjourned meeting), all in accordance with the instructions
printed on the Forms of Proxy. Alternatively, a BLUE Form of Proxy
for use at the Court Meeting may be handed to: (i) a representative
of the Company’s registrars, MUFG, on behalf of the chair of the
Court Meeting; or (ii) the chair of the Court Meeting at and before
the start of the Court Meeting (or, if the Court Meeting is adjourned,
at and before the start of that adjourned meeting).
As an alternative to completing and returning the printed BLUE
Form of Proxy for use at the Court Meeting, Scheme Shareholders
may register the appointment of a proxy electronically by logging
on to the following website:

www.mitie-shares.com.

Full details
of the procedure are given on the website. For an electronic
proxy appointment to be valid, the appointment must be received
by the Company’s registrars, MUFG, no later than 11:30 a.m. on
14 September 2026 (or, in the case of a postponed or adjourned
meeting, not less than 48 hours (excluding any part of a day which
is not a working day) prior to the time and date set for the postponed

or adjourned meeting). If you have not appointed a proxy elect-
ronically by such time, you may complete the BLUE Form of

Proxy and hand it to (i) a representative of the Company’s registrars,
MUFG, on behalf of the chair of the Court Meeting; or (ii) the chair
of the Court Meeting, at and before the start of the Court Meeting
(or, if the Court Meeting is adjourned, at and before the start of
that adjourned meeting).
Scheme Shareholders who hold Scheme Shares through CREST and
who wish to appoint a proxy through the CREST Electronic Proxy
Service may do so for the Court Meeting and any adjournment(s)
thereof by using the procedures described in the CREST Manual
(available at

www.euroclear.com

). In order for a proxy appointment
or instruction made using the CREST service to be valid, the
appropriate CREST message (the “CREST Proxy Instruction”)
must be properly authenticated in accordance with the specifications
of Euroclear UK & International Limited (“Euroclear”) 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 is 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 MUFG (under
CREST participant ID RA19) by 11:30 a.m. on 14 September 2026
or, in the case of a postponed or adjourned meeting, not later than
48 hours (excluding any part of a day which is not a working day)
before the time of the postponed or adjourned Court Meeting. For
this purpose, the time of receipt will be taken to be the time (as
determined by the time stamp applied to the message by the CREST
Applications Host) from which MUFG is able to retrieve the
message by enquiry to CREST in the manner required by CREST.
After this time, any change of instructions to proxies appointed
through CREST should be communicated to the appointee through
other means. CREST members and, where applicable, their CREST
sponsors or voting service provider(s) 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(s), to procure
that his or her CREST sponsor or voting service provider(s) take(s))
such action as shall be necessary to ensure that a message is
transmitted by means of the CREST system by a particular time.
For this purpose, CREST members and, where applicable, their
CREST sponsors or voting service provider(s) are referred, in
particular, to those sections of the CREST Manual concerning
practical limitations of the CREST system and timings. The
Company may treat as invalid a CREST Proxy Instruction in the
circumstances set out in regulation 35(5)(a) of the Uncertificated
Securities Regulations 2001.
If a corporation is a Scheme Shareholder, it may by resolution of its
directors or other governing body authorise a person to act as its
representative at the Court Meeting (or any adjournment thereof or
rescheduled meeting, if postponed), and any such representative
shall be entitled to exercise on behalf of the corporation all the
powers that the corporation could exercise if it were an individual

Scheme Shareholder. The Chair may be appointed to act as a
corporate representative for the purposes of the Court Meeting.
If you are a Scheme Shareholder and an institutional investor, you
may be able to appoint a proxy electronically via the Proxymity
platform. For further information regarding Proxymity, please go to

www.proxymity.io.

For an electronic proxy appointment via the
Proxymity platform to be valid, the appointment must be received
by MUFG no later than 11:30 a.m. on 14 September 2026 (or, in the
case of a postponed or adjourned meeting, not less than 48 hours
(excluding any part of a day which is not a working day) prior to

the time and date set for the postponed or adjourned meeting). Bef-
ore appointing a proxy via this process, Scheme Shareholders will

need to have agreed to Proxymity’s associated terms and conditions.
It is important that Scheme Shareholders read these carefully as they
will be bound by them and they will govern the electronic proxy
appointment. An electronic proxy appointment via the Proxymity
platform may be revoked completely by sending an authenticated
message via the platform instructing the removal of your proxy vote.
The completion and return of a BLUE Form of Proxy, or the

appointment of proxies through CREST, Proxymity or electronic-
ally, shall not preclude a Scheme Shareholder from attending and

voting in person at the Court Meeting, or any adjournment thereof.
If a Scheme Shareholder so attends the Court Meeting and votes,

any proxy appointed will be terminated and the proxy vote disre-
garded in respect of those Scheme Shares so voted.

The Scheme of Arrangement shall be subject to the subsequent
sanction of the Court.
NOTES
The following notes explain how notice of the Court Meeting will
be given.
1. Undelivered notice
If, on three consecutive occasions in the past, documents or
information have been sent or supplied by the Company to
any member thereof at their address as contained in the Register,

but such documents or information have been returned or un-
delivered, the Company shall not be obliged to send this notice

to such person.
2. Restricted jurisdictions
Unless otherwise determined by OCS or required by the Code,
and permitted by applicable law and regulation, the Acquisition
will not be made available, directly or indirectly, in, into or from
a Restricted Jurisdiction where to do so would violate the laws
in that jurisdiction, and no person may vote in favour of the
Scheme by any such means from within a Restricted Jurisdiction
or any other jurisdiction if to do so would constitute a violation

of the laws in that jurisdiction. Accordingly, copies of this docu-
ment and all documents relating to the Acquisition are not being,

and must not be, directly or indirectly, mailed or otherwise

forwarded, distributed or sent in, into or from a Restricted Juris-
diction where to do so would violate the laws in that jurisdiction,

and persons receiving this document and all documents relating
to the Acquisition (including custodians, nominees and trustees)
must not mail or otherwise distribute or send them in, into or
from such jurisdictions where to do so would violate the laws in
that jurisdiction.
3. Manner of notice
Notice of the Court Meeting shall be given by the Company, in

accordance with its usual practice for shareholder communi-
cations and reflecting the communication preferences previously

elected by Scheme Shareholders, being any of the following
methods:
(i) sending the documents by electronic means to those
Scheme Shareholders who have so elected to receive
communications from it by electronic means (or who have
deemed to have so elected); or
(ii) making the documents available on the Website and
sending a notice of availability of the documents being

made available on the Website to those Scheme Share-
holders who have so elected or who are deemed to have

consented to receive notification of publication of docu-
ments on the Website;

(iii) hard copies of the documents being posted to those

Scheme Shareholders who have elected to receive docu-
ments in hard copy form.

Where hard copies of this notice and the forms of proxy and the
reply-paid envelope referred to therein are to be sent by the
Company, they shall be sent by pre-paid post to the persons to
whom notice of the Court Meeting is required to be given. The

Company will not be required to send such hard copy docu-
mentation to Scheme Shareholders who have elected to receive

communications from the Company by electronic means or who
are deemed to have consented to receipt of postal notifications
regarding the availability of documentation on the Website.
4. Notice by email
Intimation given by email shall be deemed to have been received
the day after such email has been sent.
5. Notice by post
For Scheme Shareholders whose registered address or address
for service in the Register is in the United Kingdom, the Notice
will be given by first class post.
For Scheme Shareholders whose address in the Register is
outside the United Kingdom, the Notice is to be given by
international standard post (formerly airmail).