MEARS GROUP PLC — AGM Information 2024

Apr 25, 2024

The Chairman of Mears Group PLC invites you to attend the Annual General Meeting of the Company to be held at Deutsche Numis, 45 Gresham Street, London EC2V 7BF on 13 June 2024 at 9.30 am.

Shareholder Reference Number

Please detach this portion before posting this proxy form.

Form of Proxy - Annual General Meeting to be held on 13 June 2024

To be effective, all proxy appointments must be lodged with the Company's Registrars at: Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZY by 11 June 2024 at 9.30 am.

Explanatory Notes:

• 1. Every holder has the right to appoint some other person(s) of their choice, who need not be a shareholder, as his proxy to exercise all or any of his rights, to attend, speak and vote on their behalf at the meeting. If you wish to appoint a person other than the Chairman, please insert the name of your chosen proxy holder in the space provided (see reverse). If the proxy is being appointed in relation to less than your full voting entitlement, please enter in the box next to the proxy holder's name (see reverse) the number of shares in relation to which they are authorised to act as your proxy. If returned without an indication as to how the proxy shall vote on any particular matter, the proxy will exercise his discretion as to whether, and if so how, he votes (or if this proxy form has been issued in respect of a designated account for a shareholder, the proxy will exercise his discretion as to whether, and if so how, he votes).
• 2. To appoint more than one proxy, an additional proxy form(s) may be obtained by contacting the Registrar's helpline on 0370 889 3192 or you may photocopy this form. Please indicate in the box next to the proxy holder's name (see reverse) the number of shares in relation to which they are authorised to act as your proxy. Please also indicate by marking the box provided if the proxy instruction is one of multiple instructions being given. All forms must be signed and should be returned together in the same envelope.
• 3. The 'Vote Withheld' option overleaf is provided to enable you to abstain on any particular resolution. However, it should be noted that a 'Vote Withheld' is not a vote in law and will not be counted in the calculation of the proportion of the votes 'For' and 'Against' a resolution.
  • Kindly Note: This form is issued only to the addressee(s) and is specific to the unique designated account printed hereon. This personalised form is not transferable between different: (i) account holders; or (ii) uniquely designated accounts. The Company and Computershare Investor Services PLC accept no liability for any instruction that does not comply with these conditions.
• 4. Pursuant to Regulation 41 of the Uncertificated Securities Regulations 2001, entitlement to attend and vote at the meeting and the number of votes which may be cast thereat will be determined by reference to the Register of Members of the Company at close of business on the day which is two days before the day of the meeting. Changes to entries on the Register of Members after that time shall be disregarded in determining the rights of any person to attend and vote at the meeting.
• 5. To appoint one or more proxies or to give an instruction to a proxy (whether previously appointed or otherwise) via a designated voting platform, any such messages must be received by the issuer's agent prior to the specified deadline within the relevant system. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp generated by the relevant designated voting platform) from which the issuer's agent is able to retrieve the message. The Company may treat as invalid a proxy appointment sent via a designated voting platform in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.
• 6. The above is how your address appears on the Register of Members. If this information is incorrect please ring the Registrar's helpline on 0370 889 3192 to request a change of address form or go to www.investorcentre.co.uk to use the online Investor Centre service.
• 7. Any alterations made to this form should be initialled.
• 8. The completion and return of this form will not preclude a member from attending the meeting and voting in person.

All Named Holders

Poll Card To be completed only at the AGM if a Poll is called.

	Ordinary Resolutions	For	Against	Vote Withheld
1.	THAT the audited accounts for the year ended 31 December 2023, together with the Directors' and Auditor's Reports thereon, be received and adopted.
2.	THAT the annual report on remuneration contained on pages 87 to 96 of the Annual Report and Accounts for the financial year ended 31 December 2023, be approved.
3.	THAT PricewaterhouseCoopers LLP ("PwC") be appointed as auditor of the Company.
4.	THAT the Directors be authorised to fix the remuneration of the auditor.
5.	THAT a final dividend of 9.30p per ordinary share for the year ended 31 December 2023 be declared payable on 16 July 2024 to all members whose names appear on the Company's register of members as at 28 June 2024.
6.	THAT Jim Clarke be re-elected as a Director.
7.	THAT Lucas Critchley be re-elected as a Director.
8.	THAT Andrew Smith be re-elected as a Director.

		For	Against	Vote Withheld
9.	THAT Julia Unwin be re-elected as a Director.
10.	THAT Angela Lockwood be re-elected as a Director.
11.	THAT Nick Wharton be elected as a Director.
12.	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.
	Special Resolutions
13.	THAT, subject to the passing of Resolution 12, the Board be and is hereby authorised, pursuant to Section 570 of the Act, to allot equity securities.
14.	THAT the Company be generally and unconditionally authorised for the purposes of Section 701 of the Act to make market purchases.
15.	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.

Signature

In the case of a Corporation, a letter of representation will be required (in accordance with S323 of the Companies Act 2006) unless this has already been lodged at registration.

Form of Proxy

Please complete this box only if you wish to appoint a third party proxy other than the Chairman. Please leave this box blank if you want to select the Chairman. Do not insert your own name(s).

I/We hereby appoint the Chairman of the Meeting OR the person indicated in the box above as my/our proxy to attend, speak and vote in respect of my/our full voting entitlement* on my/our behalf at the Annual General Meeting of Mears Group PLC to be held at Deutsche Numis, 45 Gresham Street, London EC2V 7BF on 13 June 2024 at 9.30 am, and at any adjourned meeting.

*

* For the appointment of more than one proxy, please refer to Explanatory Note 2 (see front).

	Please mark here to indicate that this proxy appointment is one of multiple appointments being made.			Vote			Please use a black pen. Mark with an X inside the box as shown in this example.			Vote
	Ordinary Resolutions	For	Against	Withheld				For	Against	Withheld
1.	THAT the audited accounts for the year ended 31 December 2023, together with the Directors' and Auditor's Reports thereon, be received and adopted.				9.	THAT Julia Unwin be re-elected as a Director.
2.	THAT the annual report on remuneration contained on pages 87 to 96 of the Annual Report and Accounts for the financial year ended 31 December 2023, be approved.				10.	THAT Angela Lockwood be re-elected as a Director.
3.	THAT PricewaterhouseCoopers LLP ("PwC") be appointed as auditor of the Company.				11.	THAT Nick Wharton be elected as a Director.
4.	THAT the Directors be authorised to fix the remuneration of the auditor.				12.	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.
						Special Resolutions
5.	THAT a final dividend of 9.30p per ordinary share for the year ended 31 December 2023 be declared payable on 16 July 2024 to all members whose names appear on the Company's register of members as at 28 June 2024.				13.	THAT, subject to the passing of Resolution 12, the Board be and is hereby authorised, pursuant to Section 570 of the Act, to allot equity securities.
6.	THAT Jim Clarke be re-elected as a Director.				14.	THAT the Company be generally and unconditionally authorised for the purposes of Section 701 of the Act to make market purchases.
7.	THAT Lucas Critchley be re-elected as a Director.				15.	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.
8.	THAT Andrew Smith be re-elected as a Director.

I/We instruct my/our proxy as indicated on this form. Unless otherwise instructed the proxy may vote as he or she sees fit or abstain in relation to any business of the meeting.

Signature	Date

In the case of a corporation, this proxy must be given under its common seal or be signed on its behalf by an attorney or officer duly authorised, stating their capacity (e.g. director, secretary).

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