MEARS GROUP PLC

AGM Information • Jun 23, 2023

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RNS Number : 7725D

Mears Group PLC

23 June 2023

23 June 2023

Mears Group PLC

("Mears")

Result of AGM

Mears Group PLC held its Annual General Meeting ("AGM") earlier today. In summary, resolutions 1 to 6 and 8 to 17 were duly passed on a poll. Resolution 7 was withdrawn and resolution 18 did not meet the threshold to be passed. 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 2022	92,249,941	4,232	405,971	92,254,173	83.7%
2 To approve the Remuneration policy	86,106,493	6,546,645	7,006	92,653,138	84.1%
3 To approve the Remuneration report	91,999,114	657,413	3,617	92,656,527	84.1%
4 To re-appoint Ernst & Young LLP as auditor of the Company	88,062,958	4,596,569	617	92,659,527	84.1%
5 To authorise the Directors to fix the remuneration of the auditor	92,654,104	5,782	258	92,659,886	84.1%
6 To approve a final dividend of 7.25p per ordinary share	92,659,036	850	258	92,659,886	84.1%
7 To re-elect Chris Loughlin	RESOLUTION WITHDRAWN
8 To re-elect David Miles	80,663,699	11,995,828	617	92,659,527	84.1%
9 To re-elect Andrew Smith	81,027,257	11,632,629	258	92,659,886	84.1%
10 To re-elect Lucas Critchley	81,037,660	11,602,726	19,758	92,640,386	84.1%
11 To re-elect Julia Unwin	80,736,882	11,549,004	374,258	92,285,886	83.8%
12 To re-elect Jim Clarke	81,005,392	11,654,494	258	92,659,886	84.1%
13 To re-elect Angela Lockwood	81,109,023	11,550,504	617	92,659,527	84.1%
14 To elect Hema Nar	76,837,288	15,803,098	19,758	92,640,386	84.1%
15 To authorise the Directors to allot relevant securities generally pursuant to Section 551 of the Companies Act 2006	73,378,690	19,277,196	4,258	92,655,886	84.1%
16 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	77,538,649	15,099,237	22,258	92,637,886	84.1%
17 To authorise the Company to make market purchases of its ordinary shares	91,558,270	392,902	708,972	91,951,172	83.5%
18 To authorise the holding of general meetings on 14 clear days' notice	66,079,647	26,580,239	258	92,659,886	84.1%

Kieran Murphy, Non-Executive Chairman and Chris Loughlin, Non-Executive Director and Chair-designate did not stand for re-election and accordingly stepped down from the Board at the conclusion of the AGM.

Notes:

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

(ii)           The number of ordinary shares in issue on 23 June 2023 was 110,185,009.  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 22 May 2023, which is available on the Company's website at https://www.mearsgroup.co.uk/meetings-voting/2023-notice-of-annual-general-meeting.

Resolutions 1 to 15 were ordinary resolutions, requiring more than 50% of shareholders' votes to be cast in favour of the resolutions. Resolutions 16 to 18 were special resolutions, requiring at least 75% of shareholders' votes to be cast in favour of the resolutions.

The Board notes that Resolution 15 and resolution 18 received 20% or more votes against the Board's recommendation and that 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 in previous years, 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 is the leading provider of services to the Affordable Housing sector, providing a range of services to individuals within their homes. We manage and maintain around 450,000 homes across the UK and work predominantly with Central Government and Local Government typically through long-term contracts. We equally consider the residents of the homes that we manage and maintain to be our customers, and we take pride in the high levels of customer satisfaction that we achieve.

Mears currently employs around 5,500 people and provides services in every region of the UK. In partnership with our Housing clients, we provide property management and maintenance services. 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.

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