Holding(s) in Company

TR-1: Notifications of Major Interests in Shares

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

Mears Group plc

2. Reason for notification (yes/no)

An acquisition or disposal of voting rights

Yes

An acquisition or disposal of financial instruments which may result in the acquisition of shares already issued to which voting rights are attached 

No

An event changing the breakdown of voting rights

No

Other (please specify):______________

No

3. Full name of person(s) subject to notification obligation:

HBOS plc

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

see Section 9

5. Date of transaction (and date on which the threshold is crossed or reached if different):

19 December 2008

6. Date on which issuer notified:

22 December 2008

7. Threshold(s) that is/are crossed or reached:

Direct and Indirect holdings increased to above 6%

8: Notified Details

A: Voting rights attached to shares

Class/type of shares

If possible use ISIN code

Situation previous to the triggering transaction

Resulting situation after the triggering transaction

Number of shares

Number of voting rights

Number of shares

Number of voting rights

Percentage of voting rights

Direct

Indirect

Direct

Indirect

Ord 1p shares

GB0005630420

4,321,399

4,321,399

2,691,174

2,691,174

1,770,996

3.639%

2.394%

B: Financial Instruments

Resulting situation after the triggering transaction

Type of financial instrument

Expiration date

Exercise/ conversion period/date 

No. of voting rights that may be acquired (if the instrument exercised/converted)

Percentage of voting rights

N/A

Total (A+B)

Number of voting rights

Percentage of voting rights

4,462,170

6.033%

9. Chain of controlled undertakings through which the voting rights and /or the financial instruments are effectively held, if applicable:

Insight Investment Management (Global) Limited* ("IIMGL") - (Indirect) - 4,222,448 (5.709%)

IIMGL manages holdings on behalf of other HBOS Group companies, and other third parties external to the HBOS Group, under various discretionary management arrangements.

(* - wholly owned subsidiaries of HBOS plc)

Proxy Voting:

10. Name of proxy holder:

N/A

11. Number of voting rights proxy holder will cease to hold:

N/A

12. Date on which proxy holder will cease to hold voting rights:

N/A

13. Additional information:

Notification using the total voting rights figure of 73,963,770

14 Contact name:

Kenny Melville

15. Contact telephone name:

0131 243 8671