Mears Regulatory News (MER)

For immediate release

21 November 2013

Mears Group PLC

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

Proposed disposal of Haydon Mechanical and Electrical Limited ("HMEL")

Result of General Meeting and Completion

At a General Meeting of the Company held earlier today, the resolution to approve the proposed disposal of the entire issued share capital of HMEL (the "Transaction"), as set out in the Notice of General Meeting dated 5 November 2013, was duly passed. Following the satisfaction of this final condition the Transaction has now completed.

Issued share capital at meeting date: 100,625,177

The resolution was passed on a show of hands

Details of the proxy voting instructions lodged prior to the General Meeting are set out below:

(1) Includes discretionary votes

(2) A "vote withheld" is not a vote in law and is not counted in the calculation of the proportion of votes "For" and "Against" a resolution

(3) No votes were lodged in favour of a Third Party

(4) Votes tendered in respect of 80,311,376 shares representing 79.8% of the issued share capital

In accordance with Listing Rule 9.6.2, a copy of the resolution will shortly be submitted to the National Storage Mechanism and will be available for inspection at www.morningstar.co.uk/uk/NSM.

The full text of the resolution passed at the Meeting can be found in the Notice, which is available for inspection at www.morningstar.co.uk/uk/NSM and on the Company's website at www.mearsgroup.co.uk.

Investec Investment Banking, a division of Investec Bank plc, which is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority ("FCA") and the Prudential Regulation Authority, is acting exclusively for Mears Group PLC in relation to the proposed Transaction. Investec Investment Banking is not acting for any other person and Investec Investment Banking will not be responsible to any person other than Mears Group PLC for providing the protections afforded to clients of Investec Investment Banking or for providing advice in relation to the proposed Transaction or in relation to the contents of or any transaction or arrangement referred to in this announcement.