Mears Regulatory News (MER)

11 August 2023

Mears Group PLC

(the "Company")

Publication of Circular and Notice of General Meeting

Cancellation of the Share Premium Account

The Company today announces that it has posted to shareholders a circular (the "Circular"), regarding the proposed cancellation of the entire amount standing to the credit of the Company's share premium account (the "Capital Reduction"), together with a form of proxy.

The Circular contains a notice of general meeting of the Company's shareholders (the "Notice of General Meeting"), which is to be held at the offices of Numis Securities Limited, 45 Gresham Street, London EC2V 7BF on 6 September 2023 at 9:30 a.m., at which a special resolution will be proposed to approve the Capital Reduction.

The Capital Reduction is conditional upon the passing by the Company's shareholders of the special resolution set out in the Notice of General Meeting, as well as the subsequent confirmation by the Court of the cancellation.

If it becomes effective, the Capital Reduction would create additional distributable reserves of approximately £82,497,000, which (subject to any arrangements required for the protection of the Company's creditors and any directions given by the High Court of Justice in England and Wales (the "Court"), in confirming the cancellation) may be used by the Company to deliver returns to shareholders in the future, whether in the form of dividends, distributions or purchases of the Company's own shares.

National Storage Mechanism

The Circular (including the Notice of General Meeting) and the form of proxy have been have been submitted to the National Storage Mechanism and will shortly be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism. A copy of the Circular (including the Notice of the General Meeting) will also be available for viewing on the Company's website at www.mearsgroup.co.uk.

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