Mears Regulatory News (MER)

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

06 November 2020

Mears Group PLC

("Mears", the "Group", or "the Company)

Publication of Circular

Further to the Company's announcement earlier today, Mears is pleased to announce that the circular (the "Circular") in relation to the proposed disposal of TerraQuest Solutions Limited and its subsidiary undertakings (the "Disposal") has been approved by the Financial Conduct Authority.

The Disposal is subject to the approval of Mears' shareholders. Accordingly, the Circular contains a notice convening a General Meeting which is to be held at the offices of the Company at 1390 Montpellier Court, Gloucester Business Park, Brockworth, Gloucester GL3 4AH at 10 a.m. on 25 November 2020 at which a resolution will be proposed for the Company's shareholders to approve the Disposal (the "Notice of General Meeting").

The Circular and Notice of General Meeting will be submitted to the Financial Conduct Authority's National Storage Mechanism and will be available for inspection on the NSM's website at http://www.morningstar.co.uk/uk/NSM.

The Circular and Notice of General Meeting will also be available for viewing on Mears' website at www.mearsgroup.co.uk and will be posted to Mears' shareholders later today.

In light of the guidance issued by the UK government restricting social gatherings in view of the ongoing COVID-19 pandemic, and the extension of the relevant provisions of the Corporate Insolvency and Governance Act 2020, the General Meeting will be held as a closed meeting. Shareholders should, therefore, not attend the General Meeting but instead appoint the chairman of the General Meeting as a proxy and provide voting instructions in advance of the General Meeting.

For further information, contact: