THIS DOCUMENT AND ANY ACCOMPANYING DOCUMENTS ARE IMPORTANT AND REQUIRE YOUR IMMEDIATE ATTENTION. IF YOU ARE IN ANY DOUBT AS TO WHAT ACTION YOU SHOULD TAKE, YOU ARE RECOMMENDED TO SEEK YOUR OWN PERSONAL FINANCIAL ADVICE IMMEDIATELY FROM YOUR STOCKBROKER, BANK, SOLICITOR, ACCOUNTANT, FUND MANAGER OR OTHER APPROPRIATE INDEPENDENT FINANCIAL ADVISER, WHO IS AUTHORISED UNDER THE FINANCIAL SERVICES AND MARKETS ACT 2000 (THE “FSMA”) IF YOU ARE RESIDENT IN THE UNITED KINGDOM OR, IF NOT, FROM ANOTHER APPROPRIATELY AUTHORISED INDEPENDENT FINANCIAL ADVISER. This document comprises: (i) a circular prepared in accordance with the Listing Rules of the Financial Conduct Authority (the “FCA”) made under section 73A of the FSMA for the purposes of the General Meeting convened pursuant to the Notice of General Meeting set out in Part XVIII of this document; and (ii) a prospectus relating to Mitie Group plc (the “Company”) prepared in accordance with the prospectus regulation rules of the FCA made under section 73A of the FSMA (the “Prospectus Regulation Rules”). This document has been approved by the FCA in accordance with section 87A of the FSMA, will be made available to the public and has been filed with the FCA in accordance with the Prospectus Regulation Rules. This document together with the documents incorporated into it by reference (as set out in Part XVI of this document) will be made available to the public in accordance with Rule 3.2 of the Prospectus Regulation Rules by the same being made available, free of charge, at https://www.mitie.com/investors/ and at the Company’s registered office at 35 Duchess Road, Rutherglen, Glasgow G73 1AU. The prospectus contained herein has been approved by the FCA, as competent authority under Regulation (EU) 2017/ 1129 (the “Prospectus Regulation”). The FCA only approves the prospectus as meeting the standards of completeness, comprehensibility and consistency imposed by the Prospectus Regulation; such approval should not be considered as an endorsement of the issuer that is, or the quality of the securities that are, the subject of this prospectus. Investors should make their own assessment as to the suitability of investing in the securities. This document has been drawn up as part of a simplified prospectus in accordance with Article 14 of the Prospectus Regulation. The Company and its directors, whose names and principal functions appear on page 189 of this document (the “Directors”), accept responsibility for the information contained in this document. To the best of the knowledge of the Company and the Directors, the information contained in this document is in accordance with the facts and makes no omission likely to affect its import. If you sell, have sold or otherwise transferred all of your Shares please send this document and any accompanying documents as soon as possible to the purchaser or transferee or to the stockbroker, bank or other agent through whom the sale or transfer was effected for delivery to the purchaser or the transferee. The distribution of this document into jurisdictions other than the United Kingdom may be restricted by law and therefore persons into whose possession this document comes should inform themselves about and observe any such restrictions. Any failure to comply with any such restrictions may constitute a violation of the securities laws or regulations of such jurisdictions. In particular, subject to certain exceptions, this document, the enclosures and any other such documents should not be distributed, forwarded to or transmitted in or into the United States, Canada, Australia, Japan, Switzerland, Hong Kong and South Africa or any other jurisdiction where to do so would be unlawful. Mitie Group plc (incorporated and registered in Scotland with registered number SC019230) Proposed acquisition of Interserve Facilities Management Circular and Notice of General Meeting And Proposed issue and application for admission to the premium listing segment of the Official List and to trading on the main market for listed securities of the London Stock Exchange of 248,396,183 Shares Sponsor Financial Adviser Jefferies Evercore A Notice of General Meeting of the Company, to be held at Level 12, The Shard, 32 London Bridge Street, London SE1 9SG, United Kingdom at 11.00 a.m. on 23 November 2020, is set out in Part XVIII of this document. You are able to appoint one or more proxies to exercise all or any of your rights to vote at the General Meeting. Given the UK Government’s current guidance on social distancing and restrictions on attendance at public gatherings, you will be unable to attend the General Meeting. Accordingly, you are encouraged to appoint the Chairman of the General Meeting as your proxy to ensure that your vote is able to be cast in accordance with your wishes. The Company is not distributing a hard copy form of proxy unless specifically requested and Shareholders are encouraged to vote electronically. Please see the notes accompanying the Notice of General Meeting for details regarding the methods available to appoint a proxy, which, in each case, must be received by the Registrar, Link Asset Services, by not later than 11.00 a.m. on 19 November 2020 (or, in the case of an adjournment, at close of business two business days before the day of the adjourned general meeting). The Shares are listed on the Official List maintained by the FCA and traded on the London Stock Exchange’s main market for listed securities. Application will be made to the FCA and to the London Stock Exchange for the Consideration Shares to be admitted to the premium listing segment of the Official List and to trading on the London Stock Exchange’s main market for listed securities, respectively (together, “Admission”). It is expected that Admission will become effective and that dealings on the London Stock Exchange in the Consideration Shares will commence at 8.00 a.m. (London time) on the Business Day immediately following the date of Completion which, subject to the satisfaction of the Conditions, is expected to occur on or around 30 November 2020. No Shares or any other securities in the Company have been marketed to, nor are available for purchase, in whole or in part, by the public in the United Kingdom or elsewhere in connection with Admission. This document does not constitute or form part of any invitation to purchase, subscribe for, sell or issue or any offer to purchase, subscribe, sell or issue any Shares or other securities in the Company. Your attention is drawn to the letter of recommendation from the Chairman which is set out in Part VII of this document which recommends that you vote in favour of the Resolutions to be proposed at the General Meeting. You should read the whole of this document and any documents incorporated by reference. Your attention is also drawn to Part II of this document, which sets out certain risks and other factors that should be considered by Shareholders when deciding on what action to take in relation to the Acquisition. Jefferies International Limited (“Jefferies” or the “Sponsor”), which is authorised and regulated in the United Kingdom by the FCA, is acting exclusively as Sponsor for the Company and no one else in connection with the Acquisition and Admission, will not regard any other person (whether or not a recipient of this document) as a client in relation to the Acquisition and will not be responsible to anyone other than the Company for providing the protections afforded to its clients, or for providing advice, in relation to the Acquisition or Admission, the contents of this document or any other transaction or arrangement referred to herein. Evercore Partners International LLP (“Evercore” or the “Financial Adviser”), which is authorised and regulated by the FCA in the United Kingdom, is acting exclusively for the Company and no one else in connection with the Acquisition and Admission, will not regard any other person (whether or not a recipient of this document) as a client in relation to the Acquisition and will not be responsible to anyone other than the Company for providing the protections afforded to its clients, or for providing advice, in relation to the Acquisition or Admission, the contents of this document or any other transaction or arrangement referred to herein. Neither Evercore nor any of its subsidiaries, branches or affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Evercore in connection with the Acquisition or any statement contained herein or otherwise. The Sponsor, the Financial Adviser and their respective affiliates may have engaged in transactions with, and provided various investment banking, financial advisory and other services to, the Company, for which they would have received customary fees. Apart from the responsibilities and liabilities, if any, which may be imposed on the Sponsor and the Financial Adviser by the FSMA or the regulatory regime established thereunder, or under the regulatory regime of any jurisdiction where the exclusion of liability under the relevant regulatory regime would be illegal, void or unenforceable, none of the Sponsor, the Financial Adviser or any of their respective affiliates, directors, officers, employees or advisers accepts any responsibility whatsoever for, or makes any representation or warranty, express or implied, as to the contents of this document, including its accuracy, completeness or verification, or for any other statement made or purported to be made by it, or on its behalf, in connection with the Company, the Group, the Enlarged Group, the Consideration Shares, the Acquisition or Admission. The Sponsor, the Financial Adviser and their respective affiliates, directors, officers, employees and advisers accordingly disclaim to the fullest extent permitted by law all and any liability whatsoever, whether arising in tort, contract or otherwise, which they might otherwise have in respect of this document or any such statement.