Mears Regulatory News (MER)

NOTIFICATION OF MAJOR HOLDINGS (to be sent to the relevant issuer and to the FCA in Microsoft Word format if possible)

1a. Identity of the issuer or the underlying issuer of existing shares to which voting rights are attached:

Mears Group PLC

1b. Please indicate if the issuer is a non-UK issuer (please mark with an "X" if appropriate)

Non-UK issuer

2. Reason for the notification (please mark the appropriate box or boxes with an "X")

An acquisition or disposal of voting rights

Yes

An acquisition or disposal of financial instruments

No

An event changing the breakdown of voting rights

No

Other (please specify):

No

3. Details of person subject to the notification obligation

Name

PrimeStone Capital LLP

City and country of registered office (if applicable)

London, UK

4. Full name of shareholder(s) (if different from 3.)

Name

PrimeStone Capital Irish Holdco Limited

City and country of registered office (if applicable)

Dublin, Ireland

5. Date on which the threshold was crossed or reached:

7th December 2017

6. Date on which issuer notified (DD/MM/YYYY):

11th December 2017

7. Total positions of person(s) subject to the notification obligation

% of voting rights attached to shares (total of 8. A)

% of voting rights through financial instruments(total of 8.B 1 + 8.B 2)

Total of both in % (8.A + 8.B)

Total number of voting rights of issuer

Resulting situation on the date on which threshold was crossed or reached

13.31%

0.00%

13.31%

13 765 304

Position of previous notification (if

applicable)

12.30%

0.00%

12.30%

8. Notified details of the resulting situation on the date on which the threshold was crossed or reached

A: Voting rights attached to shares

Class/type ofshares

ISIN code (if possible)

Number of voting rights

% of voting rights

Direct

(Art 9 of Directive 2004/109/EC) (DTR5.1)

Indirect

(Art 10 of Directive 2004/109/EC) (DTR5.2.1)

Direct

(Art 9 of Directive 2004/109/EC) (DTR5.1)

Indirect

(Art 10 of Directive 2004/109/EC) (DTR5.2.1)

GB0005630420

13 765 304

0

13.31%

0.00%

SUBTOTAL 8. A

13 765 304

13.31%

B 1: Financial Instruments according to Art. 13(1)(a) of Directive 2004/109/EC (DTR5.3.1.1 (a))

Type of financial instrument

Expirationdate

Exercise/Conversion Period

Number of voting rights that may be acquired if the instrument is

exercised/converted.

% of voting rights

SUBTOTAL 8. B 1

B 2: Financial Instruments with similar economic effect according to Art. 13(1)(b) of Directive 2004/109/EC (DTR5.3.1.1 (b))

Type of financial instrument

Expirationdate

Exercise/Conversion Period

Physical or cash

settlement

Number of voting rights

% of voting rights

SUBTOTAL 8.B.2

9. Information in relation to the person subject to the notification obligation (please mark the

applicable box with an "X")

Person subject to the notification obligation is not controlled by any natural person or legal entity and does not control any other undertaking(s) holding directly or indirectly an interest in the (underlying) issuer

Yes

Full chain of controlled undertakings through which the voting rights and/or thefinancial instruments are effectively held starting with the ultimate controlling natural person or legal entity (please add additional rows as necessary)

No

Name

% of voting rights if it equals or is higher than the notifiable threshold

% of voting rights through financial instruments if it equals or is higher than the notifiable threshold

Total of both if it equals or is higher than the notifiable threshold

10. In case of proxy voting, please identify:

Name of the proxy holder

The number and % of voting rights held

The date until which the voting rights will be held

11. Additional information

Place of completion

PrimeStone Capital LLP, London, 17A Curzon Street, W1J 5HS

Date of completion

11th December 2017