NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION

FOR IMMEDIATE RELEASE

 5 August 2025

RECOMMENDED CASH AND SHARE OFFER

FOR

MARLOWE PLC

BY

MITIE TREASURY MANAGEMENT LIMITED ("Bidco")
(a wholly owned subsidiary of Mitie Group PLC ("Mitie"))

Admission of New Mitie Shares

Introduction

Further to the announcement on 4 August 2025 confirming that the Scheme has now become Effective in accordance with its terms, Mitie is pleased to confirm that 86,565,085 new ordinary shares of 2.5 pence each in the capital of Mitie were admitted to listing on the Equity Shares (Commercial Companies) category of the Official List maintained by the Financial Conduct Authority (the "FCA") and to trading on the London Stock Exchange's main market for listed securities, with effect from 8.00 a.m. today, 5 August 2025.

Following the admission of the New Mitie Shares and in accordance with the FCA's Disclosure Guidance and Transparency Rules 5.6.1R and 5.6.1AR, Mitie hereby notifies the market that Mitie's issued share capital as at today, 5 August 2025, consists of 1,343,641,459 ordinary shares of 2.5 pence each (excluding 4,464,566 ordinary shares held in treasury). This figure may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, Mitie under the FCA's Disclosure Guidance and Transparency Rules.

A separate announcement has been made regarding the cancellation of the listing and trading of Marlowe's shares.

Capitalised terms used but not defined in this announcement have the meanings given to them in the Scheme Document, unless the context requires otherwise.

Enquiries:

Linklaters LLP is acting as legal adviser to Mitie and Bidco in connection with the Acquisition.

Important Notices

Lazard & Co., Limited ("Lazard") which is authorised and regulated in the UK by the Financial Conduct Authority, is acting exclusively as financial adviser to Mitie and Bidco and no one else in connection with the matters described in this announcement and will not be responsible to anyone other Bidco for providing the protections afforded to clients of Lazard nor for providing advice in connection with the any matter referred to in this announcement. Neither Lazard nor any of its 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 Lazard in connection with this announcement, any statement contained herein or otherwise.

This announcement is for informational purposes only and is not intended to and does not constitute an offer to sell or the solicitation of an offer to subscribe for or buy or an invitation to purchase or subscribe for any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the transaction or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law or regulation. In particular, this announcement is not an offer of securities for sale into the United States or in any other jurisdiction. No offer of securities shall be made in the United States absent registration under the US Securities Act, or pursuant to an exemption from, or in a transaction not subject to, such registration requirements. Any securities issued in the Acquisition are anticipated to be issued in reliance upon an exemption from such registration requirements pursuant to Section 3(a)(10) of the US Securities Act.

The Acquisition is made solely by means of the Scheme Document, which together with the Forms of Proxy and Form of Election, contains the full terms and conditions of the Acquisition. Any decision in respect of, the Acquisition, should be made only on the basis of the information in the Scheme Document.

This announcement has been prepared for the purpose of complying with English law and the Takeover Code and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws of jurisdictions other than England.