Result of EGM

Mears Group PLC
02 April 2007


Not for release, distribution or publication in whole or in part in, into or
from the United States, Canada, Australia,  the Republic of South Africa, New
Zealand, the Republic of Ireland or Japan or any other jurisdiction if to do so
would  constitute a violation of the relevant laws of such jurisdiction.

Result of Extraordinary General Meeting

At Mears' Extraordinary General Meeting held earlier today, the resolution
relating to the Placing, which was detailed  in the Circular sent to Mears
Shareholders dated 9 March 2007, was passed unanimously without amendment. It is
expected  that admission of the Placing Shares to trading on AIM will become
effective on 4 April 2007.

Mears announced on 30 March 2007 that the Offer had become unconditional as to
acceptances and would remain open until  further notice. The Cash Alternative
will remain open until 1.00 p.m. on 13 April 2007, at which time it will close.

Careforce Shareholders who have not yet accepted the Offer are urged to do so as
soon as possible.

Careforce Shareholders who hold their Careforce Shares in certificated form, who
wish to accept the Offer and have not  done so, should complete their Forms of
Acceptance and return them by post or (during normal business hours only) by 
hand to Lloyds TSB Registrars, The Causeway, Worthing, West Sussex BN99 6DA as
soon as possible and, in any event, so  as to be received no later than 1.00
p.m. on 13 April 2007, by following the procedure set out in paragraph 16(a) of 
Part II of the Offer Document.

Additional Forms of Acceptance are available from Lloyds TSB Registrars by
telephone on 0870 609 2158 (or [phone] if telephoning from outside the
UK) or at the address referred to above.

Careforce Shareholders who hold their Careforce Shares in uncertificated form
(that is, in CREST), who wish to accept  the Offer and have not done so, should
make their acceptance electronically through CREST so that the TTE instruction 
settles no later than 1.00 p.m. on 13 April 2007, by following the procedure set
out in paragraph 16(b) of Part II of  the Offer Document. Careforce
Shareholders, who are CREST sponsored members, should refer to their CREST
sponsor before  taking any action as only their CREST sponsor will be able to
send the necessary TTE instruction to CRESTCo in relation  to their Careforce
Shares.

The expressions used in this announcement, unless the context otherwise
requires, bear the same meaning as in the Offer  Document and Circular dated 9
March 2007.

This announcement does not constitute an offer to sell or the solicitation of an
offer to subscribe for or buy any  security, nor is it a solicitation of any
vote or approval in any jurisdiction, nor shall there be any sale, issuance  or
transfer of the securities referred to in this announcement in any jurisdiction
in contravention of applicable law.

Investec Investment Banking, a division of Investec Bank (UK) Limited, which is
authorised and regulated in the United  Kingdom by the Financial Services
Authority, is acting as financial adviser and broker to Mears and no one else in
connection with the Offer and will not be responsible to anyone other than Mears
for providing the protections afforded  to clients of Investec nor for providing
advice in connection with the Offer or the contents of this announcement or  any
matter referred to herein.

Arbuthnot Securities Limited, which is authorised and regulated in the United
Kingdom by the Financial Services  Authority, is acting as financial advisor to
Careforce and no one else in connection with the Offer and will not be 
responsible to anyone other than Careforce for providing the protections
afforded to clients of Arbuthnot Securities  nor for providing advice in
connection with the Offer or the contents of this announcement or any matter
referred to  herein.

CLB Littlejohn Frazer, which is authorised and regulated in the United Kingdom
by the Financial Services Authority, is  acting as financial advisor to
Careforce and no one else in connection with the Offer and will not be
responsible to  anyone other than Careforce for providing the protections
afforded to clients of CLB Littlejohn Frazer nor for  providing advice in
connection with the Offer or the contents of this announcement or any matter
referred to herein.

The release, publication or distribution of this announcement in jurisdictions
other than the United Kingdom may be  restricted by law and therefore persons in
such jurisdictions into which this announcement is released, published or 
distributed should inform themselves about, and observe, such restrictions.
Failure to comply with the restrictions may  constitute a violation of
securities laws of any such jurisdiction.

Unless otherwise determined by Mears and permitted by applicable law and
regulation, the Offer is not being, and will  not be, made, directly or
indirectly, in, into or from, or by use of the mails of, or by any means or
instrumentality  (including, without limitation, facsimile transmission, telex,
telephone or email) of interstate or foreign commerce  of, or by any facility of
a national securities exchange of, nor will it be made in, into or from the
United States,  Canada, Australia, the Republic of South Africa, New Zealand,
the Republic of Ireland or Japan or any other  jurisdiction if to do so would
constitute a violation of the relevant laws of such jurisdiction and the Offer
will not  be capable of acceptance by any such use, means, instrumentality or
facilities. Accordingly, copies of this  announcement, the Offer Document, the
Form of Acceptance and any other documents relating to the Offer are not being, 
and must not be, directly or indirectly, mailed, transmitted or otherwise
forwarded, distributed or sent, in whole or  in part, into or from the United
States, Canada, Australia, the Republic of South Africa, New Zealand, the
Republic of  Ireland or Japan or any other jurisdiction if to do so would
constitute a violation of the relevant laws of such  jurisdiction and persons
receiving such documents (including custodians, nominees and trustees) must not
directly or  indirectly mail, transmit or otherwise forward, distribute or send
them in, into or from any such jurisdiction as to do  so may invalidate any
purported acceptance of the Offer.


Enquiries

Mears Group PLC              01453 511 518
Bob Holt / David Robertson

Investec
Keith Anderson               020 7597 5970
Daniel Adams




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