Notice of AGM

3 May 2019

Mears Group PLC

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

Notice of AGM

Mears (LSE: MER), the provider of support services to the Social Housing and Care sectors in the UK, announces that it is today posting to shareholders its Notice of Annual General Meeting 2019 ("AGM Notice"). In accordance with Listing Rule 9.6.1, a copy of the document will be uploaded to the National Storage Mechanism and will be available for viewing shortly at www.morningstar.co.uk/uk/NSM.

The AGM Notice includes two resolutions, 21 and 22 respectively, that have been requisitioned by a significant shareholder of the Company, PrimeStone Irish Capital Holdco DAC ("PrimeStone"). These resolutions, through which PrimeStone is seeking the appointment of two additional non-executive directors, are:

· Resolution 21. THAT Andrew Coppel be appointed a director of the Company; and

· Resolution 22. THAT Ian Lawson be appointed a director of the Company.

In accordance with corporate governance best practice, the Board firmly believes that any process to identify potential new non-executive directors should be conducted by the Nominations Committee of the Board after an appropriate external search open to a broad range of candidates followed by a diligent review process.

Such a process, led by the Company's Nominations Committee and assisted by executive search firms, is already underway to appoint two additional non-executive directors. It is the Board's intention that one appointment be made by the end of June and the other before the summer holidays if possible.

For further details, including a statement by PrimeStone, please read the AGM Notice which is available at the Company website, www.mearsgroup.co.uk.

Board recommendation

Your Board believes that resolutions 21 and 22 are not in the best interests of the Company and its shareholders as a whole. Therefore your Board unanimously recommends that you vote AGAINST resolutions 21 and 22, as the Directors intend to do in respect of their own beneficial shareholdings in the Company.

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About Mears

Mears employs around 12,000 people and provides services in every region of the UK. In partnership with our Housing clients, we maintain, repair and upgrade the homes of hundreds of thousands of people in communities from remote rural villages to large inner city estates. Mears has extended its activities to provide broader housing solutions to solve the challenge posed by the lack of affordable housing. Our Care teams provide support to over 15,000 people a year, enabling older and disabled people to continue living in their own homes.

We focus on long-term outcomes for people rather than short-term solutions, and invest in innovations that make a positive impact on people's quality of life and on their communities' social, economic and environmental wellbeing.