Morgan Sindall Group PLC

Declaration of Voting Results & Voting Rights Announcements • May 4, 2017

No. 00521970

THE COMPANIES ACT 2006

COMPANY LIMITED BY SHARES

Resolution of Morgan Sindall Group plc

(Passed on 4 May 2017)

AT THE ANNUAL GENERAL MEETING of MORGAN SINDALL GROUP pic duly convened and held at the offices of Jefferies International Limited, Vintners Place, 68 Upper Thames Street, London EC4V 3BJ on 4 May 2017 the following resolution was passed:

Political donations

• 1. That in substitution for the existing authority, and in accordance with section 366 and section 367 of the Companies Act 2006, the Company and each company which is or becomes a subsidiary of the Company at any time during the period for which this resolution has effect, be and is hereby authorised:
• (a) to make political donations to political parties and/or independent election candidates;
• (b) to make political donations to political organisations other than political parties; and
• (c) to incur political expenditure.

provided that:

• (i) the aggregate amount of political donations made or political expenditure incurred by the Company and its subsidiaries in such period shall not exceed £25,000 for the purposes of this resolution:
• (ii) 'political donations', 'political organisations', 'political parties', 'independent election candidates' and 'political expenditure' have the meanings given in sections 363 to 365 of the Companies Act 2006; and
• (iii) this authority shall expire on the conclusion of the Company's next AGM, or close of business on 4 August 2018, whichever is earlier.

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C Sheridan Company Secretary