Mears Regulatory News (MER)

Mears Group PLC

("Mears" or the "Company")

10 April 2012

Notification of Transactions of Directors/Persons Discharging Managerial Responsibility and Connected Persons in accordance with DTR 3.1.2 R

The Company was notified on 10 April 2012 that Andrew Smith, Finance Director of Mears, had exercised share options over 258,944 ordinary shares of one pence each in the Company ("Ordinary Shares") as detailed below.

Following the exercise, 247,364 Ordinary Shares were transferred to Mr. Smith's spouse. On 10 April 2012, the Company was also informed that Mr. Smith and his connected parties sold 203,944 Ordinary Shares, primarily to fund the cost of exercise together with the significant associated tax charge. The share sales are detailed below:

·; 3 April 2012, 185,031 Ordinary Shares were sold at a price of 260 pence per share.

·; 10 April 2012, 18,913 Ordinary Shares were sold at a price of 252 pence per share.

As a result of these transactions, Mr. Smith and his connected parties have increased their interest in the Ordinary Shares of the Company from 50,000 to 105,000.

Mr. Smith also has an interest in share options over 230,000 and 16,087 under the LTIP and ESOP respectively. The options issued under the LTIP scheme are subject to the achievement of EPS and TSR performance conditions. The options under the ESOP have vested.