Balfour Beatty PLC — Proxy Solicitation & Information Statement 2017

Apr 11, 2017

Electronic Shareholder communication – why not take the next step?

You have already taken an important step to help reduce our impact on the environment by viewing the Annual Report and Accounts 2016 electronically on the Company's website at www.balfourbeatty.com.

Why not take a step further and agree to receive all of the Company's shareholder communications electronically?

Electronic communication as part of our eShareholder programme provides you with easy and convenient access to shareholder documents. It also saves paper and postage which helps us limit our environmental impact and reduce costs.

If you would like to participate in the Company's eShareholder programme, please provide your email address below and return this card to Capita Asset Services as follows: FREEPOST CAPITA SAS. Please note that delivery using this service can take up to five business days. Alternatively, you can register to receive electronic communications by visiting the Balfour Beatty Share Portal at www.balfourbeatty-shares.com and following the instructions there. Your email address will not be used for any other purpose.

We have a clear vision for operating sustainably, with specific goals. You will find evidence of this throughout our Annual Report and Accounts 2016 and by visiting our website at www.balfourbeatty.com/sustainability.

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Form of Proxy Annual General Meeting 18 May 2017

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How to get to Painters' Hall

Location: Painters' Hall is situated less than five minutes' walk from Mansion House underground station.

Mansion House underground station: This is served by the Circle and District lines and is located in London fare zone 1.

Other London underground stations: Bank (Central and Northern lines and Docklands Light Railway), Cannon Street (Circle and District lines) and St Paul's (Central line) are all situated within 10 minutes' walk from Painters' Hall. All of these stations are also in London fare zone 1.

Bus: Routes 11, 15, 17, 23, 26, 76, 358 and 521 all run nearby.

Parking: There is no on street parking around Painters' Hall. We therefore recommend the use of public transport, although car parks are available within five minutes' walk at Baynard House Car Park on Queen Victoria Street or at Bell Wharf Lane, off Upper Thames Street (Thames Exchange NCP).

CREST members may use the CREST electronic appointment service to appoint and/or give instructions to a proxy or proxies following the procedures described in the CREST manual (available at www.euroclear.com/CREST). You may also use this service to submit documents relating to the appointment of a proxy and to revoke the appointment of a proxy. If you would like to submit your Form of Proxy electronically via the internet, you may do so via www.balfourbeatty-shares.com. You will need to register to use this service if you have not already done so. Once registration is complete, you may give instructions to a proxy or proxies online by following the instructions provided.

Signature Date

Please read the Notice of Annual General Meeting and the accompanying notes carefully before completing the Form of Proxy.

I/We being a member of the Company hereby appoint the Chairman of the Meeting or No. of ordinary shares over which proxy appointed

as my/our proxy to attend, speak and vote in respect of my/our voting entitlement† Balfour Beatty plc to be held at 11.00 am on Thursday 18 May 2017 at Painters' Hall, 9 Little Trinity Lane, London EC4V 2AD, and at any adjournment thereof. I/We have indicated with an "X" how I/we wish my/our votes to be cast on the following resolutions.

on my/our behalf at the Annual General Meeting of
		Vote withheld

† For the appointment of more than one proxy, please refer to note (ii) overleaf. Please tick the box opposite if this proxy appointment is one of multiple appointments being made.

Resolutions Please mark "X" in the appropriate box to indicate how you wish to vote.	For	Against
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Ordinary Business
	Resolution 1 To adopt the Directors' Report and Accounts for the year ended 31 December 2016
	Resolution 2 To approve the Directors' Remuneration Report for the year ended 31 December 2016
	Resolution 3 To approve the Directors' Remuneration Policy
	Resolution 4 To declare a final dividend on the ordinary shares of the Company
	Resolution 5 To re-elect Mr P S Aiken AM as a Director
	Resolution 6 To re-elect Dr S R Billingham as a Director
	Resolution 7 To re-elect Mr S J Doughty CMG as a Director
	Resolution 8 To re-elect Mr I G T Ferguson CBE as a Director
	Resolution 9 To re-elect Mr P J Harrison as a Director
	Resolution 10 To re-elect Mr L M Quinn as a Director
	Resolution 11 To reappoint KPMG LLP as auditor
	Resolution 12 To authorise the Audit and Risk Committee of the Board to determine the remuneration of the auditor
Special Business
	Resolution 13 To authorise the Company and its UK subsidiaries to incur political expenditure
	Resolution 14 To authorise the Directors to allot shares
	Resolution 15 To authorise the Directors to allot shares for cash on a non pre-emptive basis*
	Resolution 16 To renew the authority for the Company to purchase its own ordinary and preference shares*
	Resolution 17 To authorise the Company to hold general meetings, other than an Annual General Meeting, on 14 clear days' notice*
* Special resolution

Your Board recommends that you vote in favour of all of the above resolutions. To assist with arrangements, if you will be attending the meeting in person, please tick the box opposite

Notes to the Form of Proxy:

• (i) Every holder of ordinary shares is entitled to appoint as his/her proxy another person, who need not be a shareholder of the Company, to exercise all or any of his/her rights to attend, speak and vote at the meeting. If you wish to restrict the rights of your proxies please cross out either or both of the words "speak" or "vote" as you deem appropriate. For convenience, the appointment of the Chairman has already been included. If you wish to appoint the Chairman, you need only complete, sign and date in the space provided (see reverse). If you wish to appoint someone other than the Chairman as your proxy, you should insert the name of your proxy in the space provided (see reverse) and delete the words "the Chairman of the Meeting or". If the proxy is being appointed in relation to less than your full voting entitlement, please enter in the box next to the proxy holder's name (see reverse) the number of ordinary shares in relation to which they are authorised to act as your proxy. If left blank, your proxy will be deemed to be authorised in respect of your full voting entitlement. Unless you give specific instructions on how to vote on a particular resolution, your proxy may vote as he or she thinks fit.
• (ii) To appoint more than one person as your proxy, you may photocopy the Form of Proxy in relation to each proxy you wish to appoint, provided that each proxy is appointed to exercise the rights attaching to a different share or shares held by you. Each Form should clearly indicate the name of the proxy (see reverse), and the number of ordinary shares in relation to which they are authorised to act as your proxy. Please also indicate if the proxy instruction is one of multiple instructions being given. The Chairman of the AGM may be appointed as one of your multiple proxies provided you follow the instructions set out in this Form. All Forms must be signed and should be returned together in the same envelope.
• (iii) The "Vote Withheld" option is provided to enable you to abstain from voting on any particular resolution. However, it should be noted that a "Vote Withheld" is not a vote in law and will not be counted in the calculation of the proportion of the votes "For" and "Against" a resolution.
• (iv) To be valid this Form must be signed and received by Capita Asset Services no later than 11.00 am on 16 May 2017. Only the first named joint holder need sign the Form. If the holder is a corporation, the Form must show the company's common seal, or be signed on its behalf by an attorney or officer stating their capacity (eg director or secretary). Any power of attorney or other authority under which this Form of Proxy is signed (or a certified copy of such power or authority) must be included with it.
• (v) UK shareholders should reply by posting their Form of Proxy to Capita Asset Services in the envelope provided. No stamp is required. Shareholders with addresses outside the UK should reply by posting their Form of Proxy in an envelope to: Capita Asset Services, PXS, 34 Beckenham Road, Beckenham, Kent BR3 4TU, United Kingdom.
• (vi) Shares held in uncertificated form (ie CREST) may be voted through the CREST Proxy Voting Service in accordance with the procedures set out in the CREST manual and in the Notice of AGM. Shareholders who wish to vote electronically via the internet may do so via www.balfourbeatty-shares.com. If you have not previously done so, you will need to register to use the service.
• (vii) All enquiries relating to this Form should be directed to Capita Asset Services: Telephone 0871 664 0300. Calls cost 12p per minute plus your phone company's access charge. If you are outside the UK, please call +44 371 664 0300. Calls outside the UK will be charged at the applicable international rate. Lines are open between 9.00 am and 5.30 pm, Monday to Friday excluding public holidays in England and Wales.

Attendance Card

Annual General Meeting 18 May 2017

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Shareholder communication election form

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Make full use of the services available under our eShareholder programme

Our website at www.balfourbeatty.com provides a range of information about the Company, our people and businesses and our policies on corporate governance and corporate responsibility. It should be regarded as your first point of reference for information on any of these matters. The share price can also be found there.

The Balfour Beatty Share Portal at www.balfourbeatty-shares.com enables you to access the full range of online shareholder services, including the ability to: view your holdings and indicative share price and valuation; view movements on your holdings and your dividend payment history; register a dividend mandate to have your dividends paid directly into your bank account; (for shareholders outside the UK) elect to receive dividends paid direct into your overseas bank account, or by currency draft, instead of by sterling cheque; change your registered address; sign up to receive electronic shareholder communications or access the online proxy voting facility; and download and print shareholder forms. It is easy to use.

To report unsolicited telephone calls or correspondence concerning investment matters from organisations or persons claiming or implying that they have some connection with the Company, please contact Action Fraud, which is the UK's national fraud reporting centre and a service run by the National Fraud Authority – the government agency that helps to co-ordinate the fight against fraud in the UK. Please visit: www.actionfraud.police.uk or call 0300 123 2040.

You should also report any such approaches to The Financial Conduct Authority, an independent non-governmental body, given statutory powers by The Financial Services and Markets Act 2000 to ensure that the relevant markets work well. Please visit: www.fca.org.uk or contact the consumer contact centre on 0800 111 6768 or on consumer.queries@fca.org.uk.

The websites operated by Action Fraud and The Financial Conduct Authority are not part of the Balfour Beatty eShareholder programme.

Please read the important information overleaf.

The Annual General Meeting of the Company will take place on Thursday 18 May 2017 at 11.00 am at Painters' Hall, 9 Little Trinity Lane, London EC4V 2AD.

If you plan to attend the AGM, please bring this card with you and hand it in to the shareholder registration desk on arrival. It shows that you are entitled to attend and vote at the AGM and will speed up admission to the meeting. Registration will commence at 10.00 am.

Notice of availability: Annual Report and Accounts 2016 and Notice of AGM.

Important – please read carefully.

You can now access the Annual Report and Accounts 2016 and the Notice of AGM at www.balfourbeatty.com/investors.

You can vote electronically via the Balfour Beatty Share Portal at www.balfourbeatty-shares.com. If not already registered, you will need your Investor Code (shown below).