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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 2021

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 1390 Montpellier Court, Gloucester Business Park, Brockworth, Gloucester GL3 4AH on 29 June 2021 at 11:00am 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 11:00am on 25 June 2021. 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 2021

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Letter from the chairman of Mears Group PLC

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

27 May 2021

Dear Shareholder

I am pleased to announce the Company's Annual General Meeting which will be held at 1390 Montpellier Court, Gloucester Business Park, Brockworth, Gloucester GL3 4AH on 29 June 2021 at 11:00am.

The notice of the 2021 Annual General Meeting (the 'AGM') is set out on pages 3 to 9 of this document (the 'Notice'). A copy of the Annual Report and Accounts for the year ended 31 December 2020 (the '2020 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').

The Board continues to monitor developments in relation to the COVID-19 pandemic and the health and wellbeing of the Company's shareholders, customers and employees continue to remain of paramount importance.

At the date of this notice, the government's current roadmap envisages that lockdown measures should be withdrawn by the time of the meeting. However, we cannot guarantee at this time that physical attendance will be permitted by law and government guidance. If such law and guidance requires us to restrict entry to the AGM, then it is currently intended that the AGM would be held with only the minimum number of shareholders present as required to form a quorum under the Company's Articles of Association, and who are essential for the business of the AGM to be conducted. These attendees would be officers or employees of the Group.

In view of the continuing risk posed by COVID-19, and having regard to their own safety and that of others, shareholders are respectfully asked not to make plans to attend the AGM in person. If, by the time of the AGM, the UK Government's restrictions on social gatherings have been removed, we reserve the right to put in place arrangements to protect attendees from any risk to their health and may refuse entry to persons who do not comply with such arrangements. In particular, shareholders are reminded that they should not attend the AGM in person if they or someone living in the same household feels unwell or has been in contact with anyone who has, or may have COVID-19.

We note that this is an evolving situation and as such, we will provide further announcements if required.

If you intend to attend the AGM in person, we respectfully ask that you pre-register by emailing Company.Secretary@mearsgroup.co.uk.

In order to ensure shareholders' votes are counted, despite any restrictions which may need to be placed on personal attendance, the Board strongly encourages shareholders to exercise their right to vote by appointing the chairman of the AGM as their proxy to exercise their right to vote at the AGM in accordance with their 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 11:00am on 25 June 2021.

We, as your Board, are committed to open dialogue with our shareholders and your Board remains very mindful of ensuring that shareholders have an opportunity to engage with them. Shareholders are encouraged to submit questions in advance of the AGM or raise matters of concern as a shareholder by emailing Company.Secretary@mearsgroup.co.uk with the subject line 'AGM 2021' before 11:00am on 23 June 2021. Answers to questions that are of common interest will be published on the Group's website.

As with last year, and 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 2020 Annual Report on pages 72 and 73. Information on remuneration is set out in the Directors' Remuneration Report for the financial year ended 31 December 2020 (which is contained in pages 92 to 108 of the 2020 Annual Report).

Roy Irwin and Geraint Davies have indicated their intention to retire from the Board as non-executive directors and will not offer themselves for re-election at the AGM. Both colleagues have given exemplary service to the Board and the company over a number of years. They have also served with distinction as chairmen respectively of the remuneration and audit committees. The Board is mindful of the need to remain compliant with the UK Corporate Governance Code and accordingly it is intended to appoint one new independent non-executive director. A search will be commenced shortly to identify a suitable candidate.

Shareholder Engagement

At the 2020 AGM, Resolutions 2 and 3 (concerning the approval

of the remuneration policy and the approval of the remuneration report); Resolution 4 (concerning the approval of the LTIP); Resolution 13 (concerning the re-election of Roy Irwin) received 20% or more votes against the Board's recommendation. Prior to the 2020 AGM, the Remuneration Committee engaged in extensive consultation with shareholders over the drafting of the Remuneration Policy and the policy proposed at that meeting was refined in line with the feedback received. Many shareholders shared their areas of views and we considered these issues closely as part of our overall review of the policy, making some important changes to our policy as a result. We have continued to monitor evolving views and market practice over the past year and have consulted with shareholders over the application of this policy.

Resolutions 16 to 18 also received 20% or more votes against the Board's recommendation. Resolution 18 did not meet the threshold to be passed as a special resolution. These resolutions are consistent with the latest investor guidelines. Following shareholder discussions during the previous year, the Board understands that some shareholders vote against these resolutions as a matter of policy. The Board has listened to shareholder views and this year has opted not to request authority to allot the additional 5% of the issued ordinary share capital for the purposes of financing a transaction or other capital investment as contemplated by the Preemption Group's recommendation. The Board remains committed to continuing an open and transparent dialogue and will accordingly, seek to continue to engage with shareholders on these matters.

The Board has continued to engage extensively with shareholders concerning the application of the remuneration policy, specifically the performance measures for the LTIP. I was pleased with the high level of support and the constructive comments received from shareholders. The performance measures are set out in the Remuneration Report.

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 0.6% of the issued ordinary shares of the Company.

Yours faithfully

  1. Murphy Chairman

2 Mears Group PLC Notice of Annual General Meeting 2021

Notice of Annual General Meeting 2021

Mears Group PLC

Notice is hereby given that the Annual General Meeting of Mears Group PLC (the 'Company') will be held at 1390 Montpellier Court, Gloucester Business Park, Brockworth, Gloucester GL3 4AH on 29 June 2021 at 11:00am to consider and, if thought fit, pass the following:

Resolution 1. THAT the audited accounts for the year ended 31 December 2020, together with the Directors' and Auditor's Reports thereon, be received and adopted.

Resolution 2. THAT the annual report on remuneration, contained on pages 101 to 108 of the Annual Report and Accounts for the financial year ended 31 December 2020, be approved.

Resolution 3. THAT Ernst & Young LLP be re-appointed as auditor of the Company.

Resolution 4. THAT the Directors be authorised to fix the remuneration of the auditor.

Resolution 5. THAT Kieran Murphy be re-elected as a Director.

Resolution 6. THAT David Miles be re-elected as a Director.

Resolution 7. THAT Andrew Smith be re-elected as a Director.

Resolution 8. THAT Alan Long be re-elected as a Director.

Resolution 9. THAT Julia Unwin be re-elected as a Director.

Resolution 10. THAT Jim Clarke be re-elected as a Director.

Resolution 11. THAT Chris Loughlin be re-elected as a Director.

Resolution 12. THAT Claire Gibbard be elected as a Director.

Resolution 13. 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 £369,606; and
  2. comprising equity securities (as defined in s560(1) of the Act) up to a further aggregate nominal amount of £369,606 but only in connection with a rights issue in favour of:
    1. ordinary shareholders in proportion (as nearly as may be practicable) to their existing holdings; and
  1. 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 28 September 2022, (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 13 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 2021

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Notice of Annual General Meeting 2021 continued

Mears Group PLC

Resolution 14. THAT, with effect from the conclusion of this Annual General Meeting, the articles of association produced to the meeting and initialled by the chairman of the meeting for the purpose of identification, be and are hereby adopted as the articles of association of the Company, in substitution for, and to the exclusion of, the Company's existing articles of association.

Resolution 15. THAT, subject to the passing of Resolution 13, 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 13 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 13 above, by way of a rights issue only) to:
    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

  1. (otherwise than pursuant to sub-paragraph (a) above) up to an aggregate nominal amount of £55,440,

such authority to expire on the date of the next annual general meeting of the Company, or, if earlier, 6:00pm on 28 September 2021 (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 16. 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 14 to 16 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

27 May 2021

1390 Montpellier Court

Gloucester Business Park

Brockworth

Gloucester GL3 4AH

4 Mears Group PLC Notice of Annual General Meeting 2021

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 2020.

Resolution 2

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 2020 and is set out in full on pages 101 to 108 of the 2020 Annual Report. The vote on the annual report on remuneration is advisory in nature.

Resolution 3 and 4

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.

Resolutions 5 to 12

In accordance with the UK Corporate Governance Code, all of the Directors except Roy Irwin and Geraint Davies will seek re-election at the AGM. Each Director will be proposed for election or re-election by a separate resolution. Roy and Geraint are standing down from the Board at the conclusion of the AGM and are not standing for re-election.

In accordance with the Company's Articles of Association, Claire Gibbard will seek election as a director following her appointment to the Board on 28 July 2020.

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 Alan Long brings experience in business development and strategic management.

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. Kieran Murphy brings a wealth of experience from a career in finance as well as extensive experience as a non-executive director and chair. 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.

Chris Loughlin has a broad range of strong commercial, strategic and senior general management experience. Claire Gibbard 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 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 2020 Annual Report on

pages 72 and 73.

Resolution 13

The authority sought by this resolution is for the Directors to be authorised to allot ordinary shares comprising up to a total aggregate nominal amount of £739,212. This represents approximately two thirds of the issued share capital. This is within the guidelines issued by the Investment Association in that it is considered routine and standard practice for a listed company to seek authorisation to allot up to two thirds of its existing issued share capital. However, the additional one third may only be applied to fully pre-emptive rights issues and the authorisation must only be valid until the next annual general meeting. The Directors will therefore be seeking annual renewal of this authority in accordance with best practice and to ensure the Company has maximum flexibility in managing its capital resources. This authority will expire at the next annual general meeting, or, if earlier, at 6.00pm on 28 September 2022.

Other than in connection with the Company's share-based plans for senior management and employees, the Directors have no present intention of exercising this authority. However, the Directors consider it appropriate to maintain the flexibility that this authority provides. It is intended to renew this authority at successive annual general meetings.

As at 17 May 2021 (being the latest practicable date prior to the posting of this Notice), no shares are held by the Company in treasury.

Mears Group PLC Notice of Annual General Meeting 2021

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Mears Group plc published this content on 27 May 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 27 May 2021 12:44:01 UTC.