Notice of GM

17 January 2024                                                                                                           LEI: 213800DHCALLH8IRJV57

Mears Group PLC

(the "Company")

Notice of General Meeting

Share Buyback Programme

The Company today announces that it has posted to shareholders a notice of general meeting of the Company's shareholders (the "Notice of General Meeting"), together with a form of proxy.

The general meeting of the Company's shareholders is to be held at the Company's offices at 1390 Montpellier Court, Gloucester Business Park, Brockworth, Gloucester GL3 4AH on 12 February 2024 at 9:30 a.m., at which a special resolution will be proposed to authorise the Company to purchase up to 10% of its own Ordinary Shares in the market.

At the 2023 AGM, shareholders approved the purchase of up to 11,103,647 Ordinary Shares, which represented 10% of the Company's issued share capital as at 10 May 2023 (the "AGM Buyback Authority"). It was noted at the time that the Directors intended to use this authority to adopt a recurring programme of share buybacks. Since the 2023 AGM, the Company has repurchased 11,103,647 Ordinary Shares under two buyback programmes and, accordingly, the Company has now fully utilised the AGM Buyback Authority. The Directors intend to renew this authority at the Company's next annual general meeting, which is expected to be held in June 2024 (the "2024 AGM").

The Directors continue to believe in the attractiveness of share buybacks as a means of returning excess cash to Shareholders and, as announced on 11 January 2024, wish to seek additional authority to purchase shares in order to provide the Board with sufficient flexibility in delivering against its capital allocation strategy. The Resolution is therefore being proposed to seek additional authority in order to purchase up to 10% of the Company's current issued share capital in the market for the period between the General Meeting and the 2024 AGM.

National Storage Mechanism

The Notice of General Meeting and the form of proxy have been submitted to the National Storage Mechanism and will shortly be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism. A copy of the Circular (including the Notice of the General Meeting) will also be available for viewing on the Company's website at www.mearsgroup.co.uk.

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