Mears : Update statement AGM 23 June 2023

15 December 2023

Mears Group PLC

2023 Annual General Meeting - update statement

At the Annual General Meeting (AGM) held on 23 June 2023 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 Resolution 7 was withdrawn and resolution 18 did not meet the threshold to be passed.

In accordance with Provision 4 of the UK Corporate Governance Code 2018, the Company is providing an update to the statement made in relation to the voting outcome of the two resolutions in which 20% or more of vote were cast against:

• Resolution 15. This was an ordinary resolution to authorise the Directors to allot relevant securities generally pursuant to Section 551 of the Companies Act 2006. Shareholders voted 79.2% in favour of this resolution.
• Resolution 18. This was a special resolution to authorise the holding of general meetings on 14 clear days' notice. Shareholders voted 71.3% in favour of this resolution. Special resolutions require a two-thirds majority to be passed.

Resolution 15 and resolution 18 are consistent prevailing UK market practice and with the latest investor guidelines. The Board has engaged with shareholders in respect of votes against these resolutions and continues to understand that certain shareholders vote against these resolutions as a matter of policy. Whilst the Board fully respects and acknowledges that a shareholder may choose to vote against specific resolutions, the Board continues to consider all the resolutions proposed to be in the best interests of all shareholders.

The Board remains committed to continuing an open and transparent dialogue and intends to continue to engage with shareholders and to continue to ensure that it complies with the latest investor guidelines and prevailing UK market practice.