Mitie : Special Resolution

Company number: SC019230

THE COMPANIES ACT 2006

PUBLIC COMPANY LIMITED BY SHARES

Resolutions of

Mitie Group PLC

(the "Company")

At a General Meeting of the Company duly convened and held at Level 12, The Shard, 32 London Bridge Street, London, SE1 9SG on 16 September 2026 at 11:45 a.m. (London time) the following resolution was passed:

Special Resolution

THAT:

for the purpose of giving effect to the scheme of arrangement dated 13 August 2026 (the "Scheme") between the Company and its Scheme Shareholders (as defined in the Scheme), a print of which has been produced to this meeting and for the purposes of identification signed by the Chair of this meeting, in its original form or subject to any modification, addition or condition agreed by the Company and OCS Group International Limited ("OCS") and approved or imposed by the Court, the directors of the Company (or a duly authorised committee of the directors) be authorised to take all such action as they may consider necessary or appropriate for carrying the Scheme into effect; and

with effect from the passing of this resolution, the articles of association of the Company be amended by the adoption and inclusion of the following new article 162:

"162. Scheme of Arrangement

(A) In this Article, the "Scheme" means the scheme of arrangement dated 13 August 2026 between the Company and its Scheme Shareholders (as defined in the Scheme) under Part 26 of the Companies Act 2006 in its original form or with or subject to any modification, addition or condition approved or imposed by the Court of Session in Edinburgh and agreed by the Company and OCS Group International Limited ("OCS") and (save as defined in this Article) expressions defined in the Scheme shall have the same meanings in this Article.

(B) Notwithstanding any other provision of these Articles, if the Company issues or transfers out of treasury any shares (other than to OCS or its nominee(s)) after the adoption of this Article and before the Scheme Record Time, such shares shall be issued or transferred subject to the terms of the Scheme (and shall be Scheme Shares for the purposes of the Scheme) and the holders of such shares shall be bound by the Scheme accordingly.

(C) Notwithstanding any other provision of these Articles and subject to the Scheme becoming effective, if any shares are issued or transferred out of treasury to any person (a "New Member") (other than under the Scheme or to OCS or its nominee(s)) at or after the Scheme Record Time (the "Post-Scheme Shares"), they shall be immediately transferred to OCS (or as it may direct) in consideration of the payment by or on behalf of OCS to the New Member of an amount in cash for each Post-Scheme Share equal to the cash consideration per Scheme Share payable pursuant to the Scheme.

(D) On any reorganisation of, or material alteration to, the share capital of the Company (including, without limitation, any subdivision and/or consolidation) effected after the Scheme Effective Time, the value of the cash payment per share to be paid under paragraph (C) of this Article may be adjusted by the Directors in such manner as the auditors of the Company or an investment bank selected by the Company may determine to be appropriate to reflect such reorganisation or alteration. References in this Article to shares or Post-Scheme Shares shall, following such adjustment, be construed accordingly.

(E) To give effect to any transfer of Post-Scheme Shares, the Company may appoint any person as attorney and/or agent for the New Member to transfer the Post-Scheme Shares to OCS and/or its nominee(s) and do all such other things and execute and deliver all such documents (whether as a deed or otherwise) as may in the opinion of the attorney and/or agent be necessary or desirable to vest the Post-Scheme Shares in OCS or its nominee(s) and pending such vesting to exercise all such rights attaching to the Post-Scheme Shares as OCS may direct. If an attorney and/or agent is so appointed, the New Member shall not thereafter (except to the extent that the attorney and/or agent fails to act in accordance with the directions of OCS) be entitled to exercise any rights attaching to the Post-Scheme Shares unless so agreed by OCS. The attorney and/or agent shall be empowered to execute and deliver as transferor a form or forms of transfer or other instrument(s) or instruction(s) of transfer (whether as a deed or otherwise) on behalf of the New Member in favour of OCS and/or its nominee(s) and the Company may give a good receipt for the consideration for the Post-Scheme Shares and may register OCS and/or its nominee(s) as holder of the Post-Scheme Shares and issue to it certificates for them. The Company shall not be obliged to issue a certificate to the New Member for the Post-Scheme Shares. OCS shall send a cheque in sterling drawn on a UK clearing bank in favour of the New Member for the consideration for such Post-Scheme Shares.

(F) Notwithstanding any other provision of these Articles, neither the Company nor the directors shall register the transfer of any Scheme Shares between the Scheme Record Time and the Scheme Effective Time.".

Peter Dickinson

Company Secretary

Mitie Group PLC

Dated: 16 September 2026