National Storage Mechanism | Additional information

29 June 2020

Mears Group PLC

("Mears")

Result of AGM

Mears Group PLC held its Annual General Meeting ("AGM") earlier today.

In summary, Resolutions 1 to 17 and Resolution 19 were duly passed on a poll and Resolution 18 was not passed on a poll. The results of each resolution are as follows:

Resolution	Votes For	Votes Against	Votes withheld	Total votes cast	Percentage of issued share capital voted (%)
1 To receive and adopt the Directors' and Auditor's Reports and Audited Accounts for the year ended 31 December 2019	83,996,964	451,191	46	84,448,155	76.4%
2 To approve the Remuneration policy	58,127,776	26,079,580	383,371	84,207,356	76.2%
3 To approve the Remuneration report	62,521,479	17,237,114	4,715,289	79,758,593	72.2%
4. To approve the Long-Term Incentive Plan	66,618,893	17,964,291	7,543	84,583,184	76.5%
5 To re-appoint Grant Thornton UK LLP as auditor of the Company	76,758,648	7,199,340	632,739	83,957,988	76.0%
6 To authorise the Directors to fix the remuneration of the auditor	84,383,531	82,008	859	84,465,539	76.4%
7 To elect Kieran Murphy	69,590,260	14,854,582	3,359	84,444,842	76.4%
8 To re-elect David Miles	69,595,123	14,849,720	3,359	84,444,843	76.4%
9 To re-elect Andrew Smith	69,532,339	14,912,504	3,359	84,444,843	76.4%
10 To re-elect Alan Long	69,597,123	14,847,720	3,359	84,444,843	76.4%
11 To re-elect Geraint Davies	63,257,594	14,880,542	6,452,592	78,138,136	70.7%
12 To re-elect Julia Unwin	69,600,866	14,843,977	3,359	84,444,843	76.4%
13 To re-elect Roy Irwin	67,242,120	17,202,723	3,359	84,444,843	76.4%
14 To elect Jim Clarke	69,972,366	14,472,477	3,359	84,444,843	76.4%
15 To elect Chris Loughlin	69,600,866	14,469,977	377,359	84,070,843	76.1%
16 To authorise the Directors to allot relevant securities generally pursuant to Section 551 of the Companies Act 2006	63,154,288	21,293,168	746	84,447,456	76.4%
17 To authorise the Directors to allot relevant securities pursuant to Section 570 of the Companies Act 2006 in connection with a rights issue, open offer or other offer of securities	67,229,349	17,218,307	546	84,447,656	76.4%
18 To authorise the Directors to allot relevant securities pursuant to Section 570 of the Companies Act 2006 for the purpose of financing an acquisition or other capital investment	60,942,010	23,505,645	546	84,447,655	76.4%
19 To authorise the holding of general meetings on 14 clear days' notice	69,382,467	15,208,215	46	84,590,682	76.6%

Notes:

(i) Votes 'For' include those votes giving the Chairman discretion.

(ii) The number of ordinary shares in issue on 29 June 2020 was 110,503,167. Shareholders are entitled to one vote per share.

(iii) A vote withheld is not a vote in law and is not counted in the calculation of the proportion of votes validly cast.

Full details of the resolutions are set out in the Notice of Annual General Meeting dated 5 June 2020, which is available on the Company's website at https://www.mearsgroup.co.uk/downloads/download/6/meetings-and-voting.

Resolutions 1 to 16 were ordinary resolutions, requiring more than 50 per cent. of shareholders' votes to be cast in favour of the resolutions. Resolutions 17 to 19 were special resolutions, requiring at least 75 per cent. of shareholders' votes to be cast in favour of the resolutions.

In accordance with the 2018 UK Corporate Governance Code, the Board notes that 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. The Remuneration Committee engaged in extensive consultation with shareholders over the drafting of the Remuneration Policy and refined the policy 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 will continue to monitor evolving views and market practice and intend to consult again with shareholders over the LTIP performance measures.

The Board notes that 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 remains committed to continuing an open and transparent dialogue and will accordingly, seek to continue to engage with those shareholders.

A copy of all the resolutions passed at the Annual General Meeting has been submitted to the Financial Conduct Authority via the National Storage Mechanism and will shortly be available for inspection.

For further information, contact:

Mears Group PLC

Ben Westran, Company Secretary Tel: +44(0)1452 634600

Andrew Smith, Finance Director Tel: +44(0)7712 866 461

www.mearsgroup.co.uk

Notes for editors

Mears currently employs around 7,500 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 and to provide accommodation and support for the most vulnerable.

We focus on long-term outcomes for people rather than short-term solutions and invest in innovations that have a positive impact on people's quality of life and on their communities' social, economic and environmental wellbeing. Our innovative approaches and market leading positions are intended to create value for our customers and the people they serve while also driving sustainable financial returns for our providers of capital, especially our shareholders.