Balfour Beatty PLC — AGM Information 2014

May 15, 2014

No. 395826

THE COMPANIES ACT 1929 AND THE COMPANIES ACT 2006

COMPANY LIMITED BY SHARES

SPECIAL RESOLUTION $\alpha$ f Balfour Beatty plc

Passed 15 May 2014

At the ANNUAL GENERAL MEETING of the above-named Company, convened and held on 15 May 2014, the following Resolution was passed as a Special Resolution.

SPECIAL RESOLUTION

1. THAT subject to the passing of Resolution 18:

2. the power conferred on the Directors by Article 8.3 of the Company's Articles of $(a)$ Association be renewed for the period referred to in such Resolution 18 and for such period the Section 561 Amount shall be £17,230,203; and

3. the Directors be empowered to allot equity securities (as defined in Section 560(1) of $(b)$ the Companies Act 2006 (the 2006 Act)) wholly for cash pursuant to the authority given by paragraph (b) of Resolution 18 above and in connection with a rights issue as if Section 561(1) of the 2006 Act did not apply to such allotment, such power to expire at the end of the next AGM or on 1 July 2015, whichever is the earlier, but so that the Company may make offers and enter into agreements during this period which would, or might, require equity securities to be allotted after the power ends.

For the purposes of this resolution, "rights issue" has the same meaning as in Resolution 18.

C D VAUGHAN Chief Corporate Officer and Company Secretary