Notice of General Meeting

North Midland Construction PLC ("North Midland Construction" or the "Company")

26 June 2012

Notice of General Meeting

Introduction

Further to the AGM statement of 24 May 2012, the Company has agreed terms to acquire the minority shareholdings in its subsidiary Nomenca Limited ("Nomenca") that it does not already own. The total consideration of £1.08 million will be funded through a combination of cash (£590,000) and 350,000 ordinary shares ("Consideration Shares"). Shareholder approval is required to authorise the allotment of such Consideration Shares (the "Proposal"). A general meeting of the Company will therefore be held on 17 July 2012 (the "General Meeting").

A circular has been sent to shareholders today (the "Circular") to provide information on, and to outline the reasons for the General Meeting, and to explain why the directors of the Company (the "Directors") consider that the Proposal is in the best interests of the Company and shareholders as a whole, and why it recommends that shareholders vote in favour of the resolution. Notice of the General Meeting and a form of proxy for use at the General Meeting are also attached to the Circular.

Background to and reasons for the Proposal

The Company currently owns 83.334 per cent. of the issued share capital of Nomenca, with the remaining shares held by two directors of Nomenca, Andrew David Langman and Roy Andrew James Culshaw, who each holds 8.333 per cent. of Nomenca's ordinary shares.

Nomenca was formed in 1998 as the mechanical, electrical, instrumentation, control and automation (MEICA) contracting arm of North Midland Construction. Nomenca's activities include design and project management of MEICA and turnkey works in the water, power, rail, defence and industrial sectors.

The Company has agreed, subject to shareholder approval in respect of the issue of the Consideration Shares, to acquire each of the outstanding minority shareholdings in Nomenca for a consideration of £540,000 each, comprising £295,000 in cash and 175,000 ordinary shares, equating to £245,000 based on the closing middle market price as at 25 June 2012, being the latest practicable date prior to the publication of the Circular. The total consideration for the acquisition of the Nomenca minority shareholdings will be £1.08 million.

The rationale for the acquisition of the Nomenca minority shareholdings is to enable the group to form an integrated water division, NMCNomenca, combining design, civil engineering and mechanical and electrical capabilities. The acquisition of the Nomenca minority shareholdings will allow management to concentrate undividely on the success of the consolidated business. It will also negate the need to proportion and repatriate profits emanating from previous Nomenca controlled frameworks, now transferred into the NMCNomenca division of the group, back into Nomenca. Nomenca will remain as a distinct entity within the group engaged in non-water framework and product business, with all their existing water framework business being transferred into the Company.

General Meeting

The General Meeting is to be held at the Company's offices, Nunn Close, The County Estate, Huthwaite, Sutton-in-Ashfield, Nottinghamshire NG17 2HW on 17 July 2012, commencing at 12.00 noon. At the General Meeting, an ordinary resolution will be proposed to authorise the Directors to allot 350,000 ordinary shares (representing 3.57 per cent. of the existing ordinary shares) pursuant to section 551 of the Act.

The Directors intend to exercise their authority in respect of the allotment of ordinary shares so as to enable the acquisition of the minority shareholdings in Nomenca, as described above.

Whether or not shareholders propose to attend the General Meeting in person, it is important that shareholders complete and sign the form of proxy attached to the Circular in accordance with the instructions printed on it and return it to the Company Secretary at North Midland Construction PLC, Nunn Close, The County Estate, Huthwaite, Sutton-in-Ashfield, Nottinghamshire NG17 2HW as soon as possible and, in any event, so as to be received not later than 12.00 noon on 13 July 2012.

Recommendation

The Directors consider that the Proposal is in the best interests of shareholders and the Company as a whole. Accordingly, the Board unanimously recommends that shareholders vote in favour of the resolution to be proposed at the General Meeting, as the Directors have irrevocably undertaken to the Company to do (or as the case may be, procure) in respect of the existing ordinary shares in which Directors or their connected persons are beneficially interested, representing approximately 12.79 per cent. of the existing ordinary shares.

Other

A copy of the Circular will shortly be available on the Company's website at www.northmid.co.uk. Copies of the Circular are available for inspection at the registered office of the Company at North Midland Construction PLC, Nunn Close, The County Estate, Huthwaite, Sutton-in-Ashfield, Nottinghamshire NG17 2HW  during normal business hours on any weekday (Saturdays and public holidays excepted) up to and including the date of the General Meeting.

A copy of the Circular has also been submitted to the National Storage Mechanism and will shortly be available for inspection at http://www.morningstar.co.uk/uk/NSM.

Contacts:-

North Midland Construction PLC 01623 515008

Robert Moyle, Chairman

Mike Garratt, Finance Director