Management Resource Solutions Regulatory News (MRS)

26 July 2019

Management Resource Solutions plc

("MRS" or the "Company")

Posting of Circular and Notice of General Meeting

Management Resource Solutions Plc (AIM:MRS), a leading Maintenance, Fabrication, Civil and Earthworks company, today announces that it will hold a general meeting of the Company at 3.00 p.m. (AEST) on 23 August 2019 at Level 11, 66 Eagle Street Brisbane, Australia (General Meeting).

Following the receipt of a requisition of general meeting (Requisition), the Company has today posted to shareholders a circular containing a notice of the general meeting (Notice), where the ordinary resolutions put forward in the Requisition will be proposed.

A copy of the full Notice and circular to shareholders will be available on the Company's website. At the meeting, resolutions are to be proposed to remove John Zorbas, Timothy Jones and Robert Hackett as directors of the Company, to remove any directors appointed between 4 July 2019 and the date of the meeting and to appoint John Copley and Robert Wall as directors of the Company.

The circular contains, inter alia, the following statements extracted from Paul Brenton's letter to shareholders:

Resolutions 2 and 3 - Removal of John Zorbas and Timothy Jones as Directors

I reiterate what I said in my letter accompanying the previous Notice of General Meeting; throughout my period of office, Mr Zorbas and Mr Jones have supported me in my efforts to return the Company to profitability. As has been shown by published results, those efforts are bearing fruit.

Since the Requisition was lodged, the independent legal review of the Company's acquisition of Alerion Consulting Ltd ("Alerion") has been completed. Its findings were set out in an announcement on 16 July. As shareholders are aware, the board has also commissioned an independent valuation of Alerion which I believe will validate the price paid for Alerion. The results of this exercise are expected imminently and will certainly be available before the General Meeting.

Resolution 4 - Removal of Robert Hackett as Director

Mr Hackett was appointed to the board on 20 June 2019 as part of the announced strategy to strengthen the board by the appointment of new independent non-executive directors.

Mr Hackett is an experienced executive in the Australian oil and gas and construction industries, having previously been CEO of Century Drilling Limited and MB Petroleum Services. He is currently chairman of Strathlyn Investments Pty Ltd, a private investment and trustee company.

There is no logical reason why it should be proposed that Mr Hackett be removed as a director given that he has only recently been appointed, is independent and has appropriate experience to act as a non-executive director of the Company. In the ordinary course of events and in accordance with the Company's Articles of Association, he will retire at the next annual general meeting, expected to be held in January 2020, and shareholders will be invited to re-elect him at that time.

Resolutions 5 and 6 - Appointment of John Copley and Robert Wall as Directors

None of the current members of the board knows either Mr Copley or Mr Wall. The requisitioners have not so far provided any information about their qualifications, experience or suitability to act as directors of a listed company despite our nominated adviser having requested such information in order to fulfil its AIM due diligence requirements. In these circumstances, I cannot support their appointment to the board.

Regardless of the suitability or otherwise of Mr Copley and Mr Wall, the directors already have a programme for the strengthening of the board with independent directors with appropriate industry and public company experience. Robert Hackett has already been appointed and it is intended that Peter Dighton will be appointed once this General Meeting has taken place (subject to its outcome and to his final due diligence).

Should the resolutions be passed at the General Meeting, the resultant board would consist of me, Mr Copley and Mr Wall, both of whom are unknown to me and to our nominated adviser, who, in accordance with the AIM rules, would be required to assess their suitability to act as directors of an AIM listed company and the composition of the board as a whole. Should Messrs Copley and Wall fail to provide the information requested in time for our nominated adviser to complete the necessary due diligence exercise, or should there be an unfavourable conclusion in respect of any aspect of this assessment, there could be a serious adverse impact on the Company's AIM listed status, as the board and our nominated adviser may be unable to confirm the efficacy of the board and the Company's appropriateness for AIM, which could lead to the suspension of trading in our shares on AIM.

ENDS

For further information:

About MRS

Management Resource Solutions plc (MRS), through its subsidiaries Bachmann Plant Hire and MRS Services Group, offers plant hire, equipment repair, refurbishment and fabrication, mine rehabilitation, earthmoving, road construction and other support services to a wide base of private and public sector clients in Australia. MRS caters predominately for the mining, civil engineering, construction and infrastructure industries.

Further information on the Company can be found at http://www.mrsplc.info