Costain Group PLC (the Company)

11 May 2023

RESULTS OF 2023 AGM

At the Company's Annual General Meeting held on 11 May 2023 (the "AGM"), the resolutions set out in the Notice of Meeting, circulated to shareholders on 4 April 2023, were passed by the requisite majorities. Resolutions 1 to 17 were passed as ordinary resolutions and Resolutions 18 to 21 were passed as special resolutions.

As at 6.30pm on 9 May 2023, the number of issued shares in the Company was 276,684,741 ordinary shares, which was the total number of shares entitling the holders to attend and vote for or against all the resolutions at the AGM. In accordance with the Company's Articles of Association, the resolutions were put to the meeting on a poll in which every member present in person or by proxy had one vote for every share held.

The poll results, on which EQ, the Company's registrar, acted as scrutineer are as follows:

RESOLUTION

NUMBER

% of

NUMBER

% of

TOTAL

% of

NUMBER

OF

Votes

OF

Votes

VOTES

Issued

OF VOTES

VOTES

Cast

VOTES

Cast

CAST

Share

WITHHELD

FOR

AGAINST

Capital

Voted

Resolution 1

Receive the 2022

Annual Report and

Accounts

175,212,131

99.98

33,840

0.02

175,245,971

63.34%

44,951

Resolution 2

Approve the Directors'

Remuneration Report

174,748,301

99.75

435,145

0.25

175,183,446

63.32%

107,476

Resolution 3

Approve the Directors'

Remuneration Policy

170,214,500

97.17

4,965,240

2.83

175,179,740

63.31%

111,182

Resolution 4

Elect Kate Rock

174,704,500

99.69

538,106

0.31

175,242,606

63.34%

48,316

Resolution 5

Re-elect Alex

Vaughan

174,967,291

99.87

230,714

0.13

175,198,005

63.32%

92,917

Resolution 6

Re-elect Helen Willis

174,929,049

99.84

281,747

0.16

175,210,796

63.33%

80,126

Resolution 7

Re-elect Bishoy Azmy

173,700,144

99.17

1,452,940

0.83

175,153,084

63.30%

137,838

Resolution 8

Re-elect Neil Crockett

175,124,573

99.94

113,587

0.06

175,238,160

63.33%

52,762

Resolution 9

Re-elect Jacqueline

de Rojas

174,883,349

99.80

355,553

0.20

175,238,902

63.34%

52,020

Resolution 10

Re-elect Fiona

MacAulay

170,990,022

97.58

4,244,861

2.42

175,234,883

63.33%

56,039

Resolution 11

Re-elect Tony Quinlan

175,090,338

99.94

99,193

0.06

175,189,531

63.32%

101,391

RESOLUTION

NUMBER

% of

NUMBER

% of

TOTAL

% of

NUMBER

OF

Votes

OF

Votes

VOTES

Issued

OF VOTES

VOTES

Cast

VOTES

Cast

CAST

Share

WITHHELD

FOR

AGAINST

Capital

Voted

Resolution 12

Re-appoint PwC as

auditor

174,898,592

99.94

102,102

0.06

175,000,694

63.25%

290,228

Resolution 13

Authorise the auditor's

remuneration

175,131,059

99.96

66,234

0.04

175,197,293

63.32%

93,629

Resolution 14

Authorise political

donations

156,757,425

89.46

18,464,450

10.54

175,221,875

63.33%

69,047

Resolution 15

Authorise the

allotment of shares

174,645,009

99.68

555,138

0.32

175,200,147

63.32%

90,775

Resolution 16

Approve the Costain

2023 Long Term

Incentive Plan

174,645,506

99.79

362,650

0.21

175,008,156

63.25%

282,766

Resolution 17

Approve the Costain

2023 Share Deferral

Plan

174,670,388

99.77

408,712

0.23

175,079,100

63.28%

211,822

Resolution 18

Approve the

disapplication of pre-

emption rights

(general)

170,399,780

97.32

4,692,463

2.68

175,092,243

63.28%

198,679

Resolution 19

Approve the

disapplication of pre-

emption rights

(acquisition or capital

investment)

163,678,285

93.49

11,389,550

6.51

175,067,835

63.27%

218,087

Resolution 20

Authorise the

purchase of own

shares

175,044,757

99.90

170,005

0.10

175,214,762

63.33%

76,160

Resolution 21

Approve the holding

of General Meetings

(other than AGMs) on

14 clear days' notice

174,793,689

99.73

472,738

0.27

175,266,427

63.35%

24,495

Notes:

  1. There were no restrictions on shareholders to cast votes on any of the resolutions proposed at the AGM.
  2. Percentages are expressed as a proportion of the total votes cast (which does not include votes withheld).
  3. A vote withheld is not a vote in law and is not included in the calculation of the votes 'For' or 'Against' the resolutions, nor the total votes cast.
  4. Any proxy appointments which gave discretion to the Chair have been included in the 'For' totals.

In accordance with Listing Rule 9.6.2R, copies of all resolutions passed at the AGM today, other than those concerning ordinary business, will be submitted to the National Storage Mechanism, where they will shortly be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism. In addition, copies of these resolutions will also be filed with Companies House.

The results of the 2023 AGM will be available to view on the Company's website at www.costain.com.

Enquiries

Investors and analysts

Paul Sharma, Costain

+44 (0) 7867 501 188

Financial media - Headland

costain@headlandconsultancy.com

Andy Rivett-Carnac

+44 (0) 7968 997 365

Charlie Twigg

+44 (0) 7946 494 568

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Disclaimer

Costain Group plc published this content on 11 May 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 17 May 2023 13:50:12 UTC.