Balfour Beatty PLC — AGM Information 2015

May 14, 2015

THE COMPANIES ACT 1929 AND THE COMPANIES ACT 2006

COMPANY LIMITED BY SHARES

ORDINARY RESOLUTION of Balfour Beatty plc

Passed 14 May 2015

At the ANNUAL GENERAL MEETING of the above-named Company, convened and held on 14 May 2015, the following Resolution was passed as a Special Resolution.

SPECIAL RESOLUTION

THAT subject to and conditional upon the passing of the special resolution set out in 15. the notice dated 14 April 2015 convening a meeting (the Class Meeting) of the holders of the cumulative convertible redeemable preference shares of 1p each in the Company (preference shares) the Company be hereby generally and unconditionally authorised for the purposes of Section 701 of the Companies Act 2006 (the 2006 Act) to make market purchases (within the meaning of Section $693(4)$ of the 2006 Act) of ordinary shares of 50p each in the Company (ordinary shares) and/or preference shares on such terms as the Directors think fit, and where such shares are held in treasury, the Company may, among other things, use them for the purpose of its employee share schemes provided that:

• the maximum number of ordinary shares hereby authorised to be purchased is $(a)$ 68,950,577 and the maximum number of preference shares hereby authorised to be purchased is 16,775,968;
• the maximum price, exclusive of expenses, which may be paid for a share is the higher $(b)$ $of:$
• $(i)$ an amount equal to 105% of the average of the middle market quotations for a share of the same class (as derived from the London Stock Exchange Daily Official List) for the five business days immediately preceding the day on which such share is contracted to be purchased; and

• the higher of the price of the last independent trade and the highest current $(ii)$ independent bid as stipulated by Article $5(1)$ of the Buy-back and Stabilisation Regulations 2003;

• the minimum price, exclusive of expenses, which may be paid for a share is its nominal $(c)$ value; and

• this authority will expire unless previously revoked or varied, at the conclusion of the $(d)$ Class Meeting which will follow the AGM of the Company to be held in 2016, or on 1 July 2016, whichever is the earlier (except in relation to the purchase of shares the contract for which was concluded before the expiry of this authority and which will or may be executed wholly or partly after such expiry).

C D VAUGHAN Chief Corporate Officer and Company Secretary