Mears : Notice of Meeting AGM 2023

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If you have sold or otherwise transferred all of your shares in Mears Group PLC, please pass this document, together with the accompanying documents, as soon as possible to the purchaser or transferee, or to the person who arranged the sale or transfer so they can pass these documents to the person who now holds the shares.

Partners for purpose

Mears Group PLC

(incorporated and registered in England and Wales under number 3232863)

Notice of Annual General Meeting and Explanatory Circular to Shareholders 2023

This document should be read as a whole. Your attention is drawn to the letter from the Chairman of Mears Group PLC (the 'Company') set out on page 2 of this document which contains the recommendation by the Directors of the Company to shareholders to vote in favour of the resolutions to be proposed at the Annual General Meeting.

Notice of the Annual General Meeting of Mears Group PLC to be held at the offices of Numis Securities Limited, 45 Gresham Street, London EC2V 7BF on 23 June 2023 at 1:00pm is set out at the end of this document. Shareholders will also find enclosed with this document a form of proxy for use in connection with the Annual General Meeting.

Please complete and submit the form of proxy in accordance with the instructions printed on the enclosed form. The form of proxy must be received by Neville Registrars Limited no later than 1:00pm on 21 June 2023. CREST members who wish to appoint a proxy or proxies for the Annual General Meeting (and any adjournment(s) thereof) through the CREST electronic proxy appointment service may do so by using the procedures described in the CREST Manual.

Mears Group PLC Notice of Annual General Meeting 2023

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Letter from the chairman of Mears Group PLC

(incorporated and registered in England and Wales under number 3232863)

22 May 2023

Dear Shareholder

I am pleased to announce to the Company's Annual General Meeting which will be held at the offices of Numis Securities Limited,

45 Gresham Street, London EC2V 7BF on 23 June 2023 at 1:00pm.

The notice of the 2023 Annual General Meeting (the 'AGM') is set out on pages 3 and 4 of this document (the 'Notice'). A copy of the Annual Report and Accounts for the year ended 31 December 2022 (the '2022 Annual Report') is available at www.mearsgroup.co.uk and a form of proxy is enclosed to enable you to exercise your voting rights.

The purpose of the AGM is to seek shareholders' approval for the resolutions set out in the Notice (the 'Resolutions'). It is also an opportunity for shareholders to express their views and to ask questions of the Directors of the Company (the 'Board'). We, as your Board, are committed to open dialogue with our shareholders and our AGM is an excellent means to engage with you directly.

Welcoming you to the meeting

We are delighted to be able to welcome shareholders to join our AGM and we hope that shareholders will take up the opportunity to join the meeting and look forward to seeing you.

If you are not attending the meeting, the Board strongly encourages you to exercise your right to vote by appointing the chairman of the AGM as your proxy to exercise your right to vote at the AGM in accordance with your instructions. To appoint a proxy, please complete the enclosed form of proxy and send it to our registrar, Neville Registrars Limited. CREST members who wish to appoint a proxy or proxies for the AGM (and any adjournment(s) thereof) through the CREST electronic proxy appointment service may do so by using the procedures described in the CREST Manual.

Proxy appointments must be received by Neville Registrars Limited no later than 1:00pm on 21 June 2023.

We, as your Board, are committed to open dialogue with our shareholders. Your Board remains very mindful of ensuring that shareholders have an opportunity to engage with them and so shareholders who are unable to attend the meeting are encouraged to submit questions in advance of the AGM or raise matters of concern as a shareholder by emailing [e-mail] with the subject line 'AGM 2023' before 1:00pm on 21 June 2023. Answers to questions that are of common interest will be published on the Group's website.

In line with best corporate governance, voting on the Resolutions will be conducted by way of a poll. The Company considers a poll is more representative of shareholders' voting intentions because votes are counted according to the number of shares held and all votes tendered are taken into account.

Directors

Biographical details and membership of the principal Board committees of the Directors seeking election and re-election are detailed in full in the 2022 Annual Report on pages 64 and 65. Information on remuneration is set out in the Directors' Remuneration Report for the financial year ended 31 December 2022 (which is contained in pages 80 to 97 of the 2022 Annual Report).

This is my fourth and final letter to you as Chairman of Mears. Having assumed the role in January 2019, I have decided not to seek re-election at the 2023 AGM and will therefore stand down from the Board at that time. Chris Loughlin will seek re-election to succeed me as Chairman.

At the end of 2022 Alan Long and Claire Gibbard stepped down from the Board. Alan served as an Executive Director for 9 years and has been critical in developing the Group's workforce initiatives, its social value work and its governance endeavours as well as playing a key role in winning new business and in promoting and overseeing effective operational improvement. Claire's period of appointment as Employee Director came to a conclusion and she was succeeded by Hema Nar who will seek election at the AGM. The Board is grateful to Claire for her contribution and especially her success in devising and creating the new Employee Forum, a mechanism to allow individuals from across the Group to meet and collectively to discuss and make recommendations across the whole field of human resources.

Lucas Critchley will also seek election at the AGM, having joined the Board on 1 January 2023 as an Executive Director. Lucas is the Group COO and will succeed David Miles as Group CEO later this year.

Electronic Communications

The Company actively encourages all shareholders to register for the electronic communications service. You can register for this by opting for electronic communications upon receipt of our e-comms card.

These are issued periodically to new shareholders.

Recommendation

In the opinion of the Directors, each of the Resolutions is in the best interests of the Company and shareholders as a whole. Accordingly, the Directors recommend that shareholders vote in favour of the Resolutions at the AGM, as the Directors intend to do in respect of their own beneficial holdings of ordinary shares, which amount to approximately 0.5% of the issued ordinary shares of the Company.

Yours faithfully

1. Murphy Chairman

2 Mears Group PLC Notice of Annual General Meeting 2023

Notice of Annual General Meeting 2023

Mears Group PLC

Notice is hereby given that the Annual General Meeting of Mears Group PLC (the 'Company') will be held at the offices of Numis Securities Limited,

45 Gresham Street, London EC2V 7BF on 23 June 2023 at 1:00pm to consider and, if thought fit, pass the following:

Resolution 1. THAT the audited accounts for the year ended 31 December 2022, together with the Directors' and Auditor's Reports thereon, be received and adopted.

Resolution 2. THAT the remuneration policy, contained on pages 83 to 90 of the Annual Report and Accounts for the financial year ended 31 December 2022, be approved.

Resolution 3. THAT the annual report on remuneration (excluding the part containing the remuneration policy), contained on pages 80 to 97 of the Annual Report and Accounts for the financial year ended 31 December 2022, be approved.

Resolution 4. THAT Ernst & Young LLP be re-appointed as auditor of the Company.

Resolution 5. THAT the Directors be authorised to fix the remuneration of the auditor.

Resolution 6. THAT a final dividend of 7.25p per ordinary share for the year ended 31 December 2022 be declared payable on 27 July 2023 to all members whose names appear on the Company's register of members as at 7 July 2023.

Resolution 7. THAT Chris Loughlin be re-elected as a Director.

Resolution 8. THAT David Miles be re-elected as a Director.

Resolution 9. THAT Andrew Smith be re-elected as a Director.

Resolution 10. THAT Lucas Critchley be elected as a Director.

Resolution 11. THAT Julia Unwin be re-elected as a Director.

Resolution 12. THAT Jim Clarke be re-elected as a Director.

Resolution 13. THAT Angela Lockwood be re-elected as a Director.

Resolution 14. THAT Hema Nar be elected as a Director.

Resolution 15. THAT the Board be and is hereby generally and unconditionally authorised pursuant to Section 551 of the Companies Act 2006 (the 'Act') to exercise all the powers of the Company to allot shares in the Company and to grant such subscription and conversion rights as are contemplated by Sections 551(a) and (b) of the Act respectively ('Rights'):

1. up to an initial aggregate nominal amount of £370,121; and
2. comprising equity securities (as defined in s560(1) of the Act) up to a further aggregate nominal amount of £370,121 but only in connection with a fully pre-emptive offer in favour of:
3. 1. ordinary shareholders in proportion (as nearly as may be practicable) to their existing holdings; and
   2. holders of other equity securities as required by the rights of those securities or, subject to such rights as the Board otherwise considers necessary,

and so that the Board may impose any limits or restrictions and make any arrangements which they consider necessary or appropriate to deal with treasury shares, fractional entitlements, record dates, legal, regulatory or practical problems in, or under the laws of, any territory or any other matter,

provided that this authority shall expire at the conclusion of the next annual general meeting of the Company after the passing of this resolution or, if earlier, at 6:00pm on 22 September 2024, (unless previously renewed, varied or revoked by the Company at a general meeting) save that the Company may before such expiry make an offer or agreement which would or might require shares to be allotted or Rights to be granted after such expiry and the Board may allot shares or grant Rights in pursuance of such an offer or agreement as if the authority conferred hereby had not expired.

(Resolutions 1 to 15 will be proposed as ordinary resolutions. For each of these to be passed, more than half of the votes cast must be in favour of the relevant resolution)

Mears Group PLC Notice of Annual General Meeting 2023

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Notice of Annual General Meeting 2023 continued

Mears Group PLC

Resolution 16. THAT, subject to the passing of Resolution 15, the Board be and is hereby authorised, pursuant to Section 570 of the Act, to allot equity securities (within the meaning of Section 560 of the Act including where the allotment constitutes an allotment of equity securities by virtue of Section 560(3) of the Act,) for cash under the authority given by Resolution 15 as if sub-section (1) of Section 561 of the Act did not apply to any such allotment, provided that this power shall be limited to the allotment of equity securities:

1. in connection with an offer of, or invitation to apply for, equity securities (but in the case of the authority granted under paragraph (b) of Resolution 15 above, by way of a fully pre-emptive offer only) to:
2. 1. ordinary shareholders in proportion (as nearly as may be practicable) to their existing holdings; and
   2. holders of other equity securities as required by the rights of those securities or, subject to such rights as the Board otherwise considers necessary,

and so that the Board may impose any limits or restrictions and make any arrangements which it considers necessary or appropriate to deal with treasury shares, fractional entitlements, record dates, legal, regulatory or practical problems in, or under the laws of, any territory or any other matter; and

(b) (otherwise than pursuant to sub-paragraph (a) above) up to an aggregate nominal amount of £55,518,

such authority to expire on the date of the next annual general meeting of the Company, or, if earlier, 6:00pm on 22 September 2024 (unless previously renewed, varied or revoked by the Company at a general meeting) save that the Company may before such expiry make an offer or agreement which would or might require equity securities to be allotted after such expiry and the Board may allot equity securities in pursuance of such an offer or agreement as if the authority conferred hereby had not expired.

Resolution 17. THAT the Company be generally and unconditionally authorised for the purposes of Section 701 of the Act to make market purchases (as defined in Section 693(4) of the Act) of ordinary shares with nominal value of 1p each in the Company on such terms and in such manner as the Directors may determine, provided that:

1. the Company does not purchase under this authority more than 11,103,647 ordinary shares;
2. the Company does not pay less than 1p (exclusive of expenses) for each ordinary share;
3. the Company does not pay more for each ordinary share (exclusive of expenses) than the higher of:
4. 1. 5% over the average of the middle market price of the ordinary shares for the five business days immediately preceding the date on which the ordinary share is purchased, based on share prices and currency exchange rates published in the Daily Official List of the London Stock Exchange; and
   2. an amount equal to the higher of the price of the last independent trade and the highest current independent bid for an ordinary share on the trading venue where the market purchase made under this authority is carried out;
5. this authority shall expire at the conclusion of the annual general meeting of the Company or at 6:00 pm on 22 September 2024, whichever is sooner (unless previously renewed, varied or revoked by the Company at a general meeting); and
6. the Company may make a contract to purchase its own ordinary shares under the authority conferred by this Resolution prior to the expiry of such authority, and such contract will or may be executed wholly or partly after the expiry of such authority, and the Company may make a purchase of its own ordinary shares in pursuance of any such contract.

Resolution 18. THAT the Company be and is hereby generally and unconditionally authorised to hold general meetings (other than an annual general meeting) on 14 clear days' notice from the date of the passing of this resolution, such authority expiring at the conclusion of the next annual general meeting of the Company.

(Resolutions 16 to 18 inclusive will be proposed as special resolutions. For each of these to be passed, at least three quarters of the votes cast must be in favour of the resolution).

By order of the Board

B R Westran

Secretary

22 May 2023

1390 Montpellier Court

Gloucester Business Park

Brockworth

Gloucester GL3 4AH

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Explanatory notes to the resolutions

Resolution 1

The Directors are required by law to present to the meeting the audited accounts and the Directors' and the Auditor's Reports for the year ended 31 December 2022.

Resolution 2

In accordance with Section 439A of the Companies Act 2006 (the 'Act'), the Company is required to seek the approval of shareholders for its remuneration policy every 3 years. The current Remuneration Policy was approved by shareholders at the annual general meeting in 2020 and is due for renewal. The main changes proposed to be made to the Remuneration Policy are summarised below. If approved by shareholders, the new proposed Remuneration Policy will take effect immediately upon conclusion of the Annual General Meeting.

This report sets out the Company's future policy on Directors' remuneration, including the setting of Directors' pay and the granting of cash and share-based incentives, and is set out on pages 83 to 90 of the Annual Report and Accounts for the financial year ended 31 December 2022. Resolution 2 seeks shareholder approval of the remuneration policy. This vote on remuneration policy is binding in nature. Once approved, the Company will not be able to make a remuneration payment to a current or past director unless that payment is consistent with the Remuneration Policy.

The main changes are as follows:

_ A change to the in-employment shareholding guideline with all current and future executive directors expected to build up a minimum shareholding to the value of 200% of salary.

_ Introduction of a post-cessation shareholding guideline requiring executives to hold the lower of shares held and 200% of salary for a period of two years after ceasing to be a director.

_ A change to the normal base salary review implementation date from 1 April to 1 January (to align with all employees).

_ A change to the pension policy to align all executive directors (current and future recruits) with the workforce percentage contribution rate in place at the time. The previous policy was to provide a 15% of salary contribution for current executive directors and a workforce aligned contribution for new executive directors.

Resolution 3

In accordance with Section 439 of the Act, the Company is required to seek the approval of shareholders for its annual report on remuneration.

This report gives details of the Directors' remuneration for the financial year ended 31 December 2022 and is set out in full on pages 80 to 97 of the 2022 Annual Report. The vote on the annual report on remuneration is advisory in nature.

Resolution 4 and 5

The auditor is required to be re-appointed at each AGM at which accounts are presented. The current appointment of Ernst & Young LLP as auditor will end at the conclusion of the AGM. The Directors, on the recommendation of the Audit Committee (which has evaluated the effectiveness and independence of the external auditor), are proposing the re-appointment of Ernst & Young LLP. The Company's most recent competitive tender process took place in 2020.

It is normal practice for a company's directors to be authorised to agree how much the auditors should be paid, and Resolution 5 grants this authority to the Directors.

Resolution 6

Final dividends must be approved by shareholders but must not exceed the amount recommended by Directors. If the meeting approves Resolution 6, the final dividend in respect of 2022 of 7.25p per share will be paid on 27 July 2023 to ordinary shareholders who are on the Register of Members on 7 July 2023 in respect of each ordinary share.

Resolutions 7 to 14

In accordance with the UK Corporate Governance Code and the Company's Articles of Association, all of the Directors except Kieran Murphy will seek election or re-election at the AGM. Kieran Murphy will step down from the Board at the conclusion of the AGM. Each Director will be proposed for election or re-election by a separate resolution.

Lucas Critchley and Hema Nar will each seek election as directors following their appointment to the Board on 1 January 2023.

The Executive Directors bring a wide experience to contribute to the long-term sustainable success of the Company. David Miles brings experience of the industry and his tenure as CEO of Mears; Andrew Smith brings a wealth of financial experience; and Lucas Critchley brings experience gained from his position as Group COO.

The Non-Executive Directors possess a good mix of sector experience, business acumen and financial experience and they provide active contributions to board discussions contributing to the long-term success of the Company. Chris Loughlin has a broad range of strong commercial, strategic and senior general management experience. Jim Clarke brings experience from an extensive career in senior finance roles in consumer facing industries. Julia Unwin brings significant experience in both the housing and care sectors to the Board. Angela Lockwood brings experience from a career in housing spanning nearly 30 years. Hema Nar as Employee Director plays the important role of assisting the Board to understand the views of the wider workforce.

The Board is satisfied that all of the Non-Executive Directors are independent in character and there are no relationships or circumstances that are likely to affect their independence. The performance of the Board as a whole, as well as the contribution made by individual Directors, has been externally reviewed during the course of the year. After considering this evaluation, and the combined expertise and experience of the Directors, the Chairman has confirmed that the performance of every Director continues to be effective, that they continue to demonstrate commitment to their respective roles, that their respective skills complement one another to enhance the overall operation of the Board and that their contribution is, and continues to be, important to the Company's long-term sustainable success. Biographical details of the Directors seeking election and re-election are detailed in full in the 2022 Annual Report on pages 64 and 65.

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