balfourbeatty.com

Balfour Beatty

Annual General Meeting 2026

This document is important and requires your immediate attention, so please read it straight away.

If you are in any doubt as to any aspect of the proposals referred to in this document or as to the action you should take, you should consult your stockbroker, bank manager, solicitor, accountant or other professional adviser authorised under the Financial Services and Markets Act 2000. If you have sold or transferred your shares in Balfour Beatty plc, please send this circular (but not the accompanying personalised Form of Proxy) to the person who sold or transferred the shares for you so they can be passed on to the person who now owns the shares.

Balfour Beatty plc | Notice of AGM 2026

LETTER FROM THE GROUP CHAIR

DEAR SHAREHOLDER

I am pleased to send you details of the Annual General Meeting (AGM) of Balfour Beatty plc (Balfour Beatty or the Company), which will be held at 9.30am on Thursday 7 May 2026 at 5 Churchill Place, Canary Wharf, London E14 5HU.

The AGM is an important event in the Balfour Beatty calendar and provides the opportunity to update you on performance for the financial year, as well as offering you the opportunity to ask questions and vote on the items of business.

Each chair of the Board's Audit and Risk, Nomination, Remuneration and Safety and Sustainability Committees will be available at the AGM to answer any questions arising from the work of those Committees.

The formal Notice of AGM is set out on pages 3 and 4.

Director changes

On 24 February 2026, the Company announced that Philip Harrison, Chief Financial Officer, will step down from the Board later this year, after over 10 years with the Company. Philip is being put forward to shareholders for re-election. Myles Westcott has been chosen by the Board to succeed Philip and will join the Group later this year and Myles will be put forward for election at the 2027 AGM. On behalf of the Board, I would like to thank Philip for his exceptional leadership and significant contribution over the last 10 years. During this time, he has been instrumental in driving financial discipline and rigour and in the broad cultural and operational transformation that has underpinned the Group's success and profitable growth. I am also delighted that Myles will join the Company, his proven financial and commercial leadership will be a strong addition to the Executive team.

The business we will consider at the AGM

The AGM will cover standard matters that are dealt with at every AGM (Resolutions 1 to 15) with the addition of Resolution 3, which relates to the approval of the Directors' Remuneration Policy and is proposed to shareholders at least every three years. Resolutions 16 to 21 are similar to those which shareholders have passed in previous years. Under Resolution 16, shareholders are being asked to approve amendments to the rules of the Balfour Beatty Performance Share Plan 2021 to align it provisions to the new Directors Remuneration Policy (see Resolution 3) and current practice.

Each one of the 21 resolutions that we are asking you to vote on is written in a formal way to make it legally valid. To make things clearer, we have set out explanatory notes to the resolutions, which immediately follow the notes to the Notice of AGM.

At the meeting, I shall invite questions from shareholders present at the AGM; however, you are encouraged to submit questions in advance of the meeting. Any questions may be sent by post to the Company Secretary at the Company's Registered Office or by email to [email protected]. Notices of termination of proxy appointment, or requests for additional Forms of Proxy, should not be sent to this email address, instead they should be sent to Equiniti whose information can be found on page 13 of this document. Any queries following the AGM can continue to be submitted to [email protected].

What to do next

If you hold ordinary shares in Balfour Beatty, you are entitled to vote on the Resolutions and attend the AGM. It is important for the good governance of the Company that all holders of ordinary shares, regardless of the number of shares that they own, exercise their right to vote even if they cannot attend the meeting.

As many shareholders may be unable to attend the meeting in person, voting on resolutions at the AGM will be by way of a poll and not by a show of hands. A poll is the fairest way of ensuring the wishes of shareholders are properly reflected at the Annual General Meeting as it records the decision of all shareholders who have voted by proxy, and those who attend the meeting in person, based on the number of shares they hold. The results will be published on the Company's website as soon as practicable after the meeting.

If you cannot attend the meeting in person, you can nominate someone else to attend the meeting and vote for you, or you can nominate the meeting Chair to vote on your behalf. For your proxy appointment to be effective, you need to complete and return a Form of Proxy or register your proxy appointment and voting instructions with our Registrar online by 09:30am on Tuesday 5 May 2026. I am grateful to the many shareholders who have lodged proxy votes in the past.

There is more information on what you need to do if you want to appoint a proxy on pages 5, 11 and 12. If you complete and return the Form of Proxy or register your proxy appointment and voting instructions over the internet, you can still attend the AGM and vote instead of your proxy.

Recommendation

Your Directors believe that all the proposed resolutions to be considered at the AGM are in the best interests of Balfour Beatty and its shareholders as a whole. Your Directors unanimously recommend that you vote in favour of the proposed resolutions as they intend to do in respect of their own beneficial shareholdings.

Yours sincerely

Charles Allen, Lord Allen of Kensington, CBE
Non-executive Group Chair
20 March 2026

Balfour Beatty plc
Registered Office: 5 Churchill Place, Canary Wharf, London E14 5HU
Registered in England and Wales under Company Number 00395826

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NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby given that the eighty-first Annual General Meeting (AGM) of Balfour Beatty plc (the Company) will be held at 5 Churchill Place, Canary Wharf, London E14 5HU on Thursday 7 May 2026 at 09.30am for the following purposes.

Resolutions 19 to 21 (inclusive) will be proposed as special resolutions. All other resolutions will be proposed as ordinary resolutions.

Ordinary Business

To receive the audited accounts for the financial year ended 31 December 2025, together with the Strategic report, Directors' report and Auditor's report on those accounts.
To approve the Directors' Remuneration Report (other than the Directors' Remuneration Policy) for the year ended 31 December 2025.
To approve the Directors' Remuneration Policy.
To declare a final dividend of 9.8p per share on the ordinary shares of the Company.
To re-elect Mr. C L Allen, Lord Allen of Kensington, CBE as a Director.
To re-elect Ms. G Costigan, MBE as a Director.
To re-elect Ms. A. Drinkwater as a Director.
To re-elect Ms. L J Hardy as a Director.
To re-elect Mr. P J Harrison as a Director.
To elect Mr. P D Hoare as a Director.
To re-elect Mr. R J MacLeod as a Director.
To re-elect Ms. B J Moorhouse as a Director.
To re-elect Mr. R L Wynter as a Director.
To reappoint KPMG LLP as auditor of the Company to hold office until the conclusion of the next general meeting at which accounts are laid.
To authorise the Directors to determine the remuneration of the auditor.

Special Business

To consider and, if thought fit, pass as an ordinary resolution:

THAT:

the amendments to the rules of the Balfour Beatty Performance Share Plan 2021 shown in the marked-up version of the plan rules produced to the meeting be and they are hereby approved and adopted.

To consider and, if thought fit, pass as an ordinary resolution:

THAT:

(a) the Company, and all companies that are at any time during the period for which this resolution has effect, subsidiaries of the Company as defined in the Companies Act 2006 (the 2006 Act), are authorised, for the purposes of Part 14 of the 2006 Act, at any time during the period from the date of the passing of this resolution to the conclusion of the AGM in 2027 or on 30 June 2027, whichever is the earlier:

(i) to make political donations to political parties and/or independent election candidates not exceeding £25,000 in total.

(ii) to make political donations to political organisations other than political parties not exceeding £25,000 in total; and

(iii) to incur political expenditure not exceeding £25,000 in total, provided that the aggregate amount of any such donations and expenditure shall not exceed £25,000.

(b) all existing authorisations and approvals relating to political donations or expenditure are hereby revoked without prejudice to any donation made or expenditure incurred prior to the date hereof pursuant to such authorisation or approval; and

(c) words and expressions defined for the purpose of Part 14 of the 2006 Act shall have the same meaning in this resolution.

To consider and, if thought fit, pass as an ordinary resolution:

THAT:

(a) the Directors be generally and unconditionally authorised pursuant to and in accordance with Section 551 of the 2006 Act to exercise all the powers of the Company to allot shares, and to grant rights to subscribe for, or to convert any security into, shares, up to an aggregate nominal amount of £81,548,257.50, such authority to expire at the end of the AGM in 2027, or on 30 June 2027, whichever is the earlier; and

(b) the Directors be generally and unconditionally authorised pursuant to and in accordance with Section 551 of the 2006 Act to exercise all the powers of the Company to allot shares or grant rights to subscribe for or to convert any security into shares up to a further nominal amount of £81,548,257.50 in connection with an offer by way of a pre-emptive offer, such authority to expire at the end of the AGM in 2027, or on 30 June 2027, whichever is the earlier,

but so that the Company may make offers and enter into agreements during the period referred to in paragraphs (a) and (b) above which would, or might, require shares to be allotted or rights to subscribe for, or convert other securities into, shares to be granted after the authority ends.

For the purposes of this resolution, 'pre-emptive offer' means an offer of equity securities open for acceptance for a period fixed by the Directors to (a) holders (other than the Company) on the register on a record date fixed by the Directors of ordinary shares in proportion to their respective holdings and (b) other persons so entitled by virtue of the rights attaching to any other securities held by them, but subject in both cases to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to treasury shares, fractional entitlements, record dates or legal, regulatory or practical problems in, or under the laws of, any territory; and the nominal amount of any securities shall be taken to be, in the case of rights to subscribe for or convert any securities into shares of the Company, the nominal amount of such shares which may be allotted pursuant to such rights.

Balfour Beatty plc | Notice of AGM 2026

NOTICE OF ANNUAL GENERAL MEETING CONTINUED

Special Business continued

To consider and, if thought fit, pass as a special resolution:

THAT, subject to the passing of Resolution 18, the Directors be empowered to allot equity securities (as defined in Section 560(1) of the 2006 Act) wholly for cash pursuant to the authority given by Resolution 18 above and to sell treasury shares wholly for cash, as if Section 561(1) of the 2006 Act did not apply to such allotment or sale, in each case:

(a) in connection with a pre-emptive offer; and
(b) otherwise in connection with a pre-emptive offer, up to an aggregate nominal amount of £24,642,429.00,

such authority to expire at the end of the AGM in 2027, or on 30 June 2027, 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 and treasury shares to be sold after the authority given by this resolution has expired.

For the purposes of this resolution, 'pre-emptive offer' has the same meaning as in Resolution 18.

To consider and, if thought fit, pass as a special resolution:

THAT the Company be hereby generally and unconditionally authorised for the purposes of Section 701 of 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) 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:

(a) the maximum number of ordinary shares hereby authorised to be purchased is 73,344,502.
(b) the maximum price, exclusive of expenses, which may be paid for a share is the higher of:

(i) an amount equal to 105% of the average of the middle market quotations of an ordinary share (as derived from the London Stock Exchange Daily Official List) for the five business days immediately preceding the day on which such ordinary share is contracted to be purchased; and
(ii) the higher of the price of the last independent trade and the highest current independent bid on the trading venues where the purchase is carried out.

(c) the minimum price, exclusive of expenses, which may be paid for a share is its nominal value; and
(d) this authority will expire, unless previously revoked or varied, at the end of the AGM in 2027, or on 30 June 2027, 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).

To consider and, if thought fit, pass as a special resolution:

THAT a general meeting of the Company, other than an Annual General Meeting may be called on not less than 14 clear days' notice.

By Order of the Board

Tracey Wood
Group General Counsel and Company Secretary
20 March 2026
Registered Office: 5 Churchill Place, Canary Wharf, London E14 5HU
Registered in England and Wales under Company Number 00395826

balfourbeatty.com

NOTES TO THE NOTICE OF ANNUAL GENERAL MEETING

Notes:

(i) As at 19 March 2026 (being the latest practicable date before the publication of this notice) the Company's issued ordinary share capital consisted of 492,848,584 ordinary shares of 50p, each carrying one vote. As of 19 March 2026, 3,559,039 shares are held in treasury with no voting rights attached. Therefore, the total ordinary voting rights in the Company as at 19 March 2026 is 489,289,545 ordinary shares.

(ii) Voting at the AGM will be by a poll rather than by a show of hands to allow voting representation from all shareholders.

The Chair of the meeting will invite each shareholder and proxy present at the meeting to complete a poll card indicating how they wish to cast their votes in respect of each resolution. Poll cards will be provided at the AGM and will be collected at the end of the AGM.

Once the results have been verified by the Company's Registrar, they will be notified to the Financial Conduct Authority and published on the Company's website (www.balfourbeatty.com).

(iii) A holder of ordinary shares entitled to attend and vote at the AGM is entitled to appoint another person as their proxy to exercise all or any of their rights to attend and to speak and vote at the meeting. A shareholder may appoint more than one proxy in relation to the meeting, provided that each proxy is appointed to exercise the rights attached to a different share or shares held by that shareholder. A proxy need not be a member of the Company.

(iv) If you do not have a Form of Proxy and believe that you should have one, please contact the Company's Registrar on +44 (0) 371 384 2703. Calls are charged at the standard geographic rate and will vary by provider. Calls outside the United Kingdom are charged at the applicable international rate. Lines are open between 8:30am and 5:30pm, Monday to Friday excluding public holidays in England and Wales.

(v) The Company specifies that only those holders of ordinary shares registered on the Register of Members of the Company at close of business on Tuesday 5 May 2026 will be entitled to attend and/or vote at the meeting in respect of the number of shares registered in their name at that time. Changes to the entries on the relevant Register of Members after close of business on Tuesday 5 May 2026 will be disregarded in determining the rights of any person to vote at the meeting (and any adjournment thereof).

(vi) Any person to whom this notice is sent who is a person nominated under Section 146 of the Companies Act 2006 (the 2006 Act) to enjoy information rights (a Nominated Person) may, under an agreement between them and the shareholder by whom they were nominated, have a right to be appointed (or to have someone else appointed) as a proxy for the meeting. If a Nominated Person has no such proxy appointment right or does not wish to exercise it, they may, under any such agreement, have a right to give instructions to the shareholder as to the exercise of voting rights.

(vii) The statement of the rights of shareholders in relation to the appointment of proxies in this notice does not apply to Nominated Persons. The rights described in Note (iii) can only be exercised by shareholders of the Company.

(viii) Any corporation which is a holder of ordinary shares can appoint one or more corporate representatives who may exercise on its behalf all of its powers as a member provided that they do not do so in relation to the same shares.

(ix) Any holder of ordinary shares attending the meeting has the right to ask questions. The Company must cause to be answered any such question relating to the business being dealt with at the meeting but no such answer need be given if:

(a) to do so would interfere unduly with the preparation for the meeting or involve the disclosure of confidential information.

(b) the answer has already been given on the Company's website in the form of an answer to a question; or

(x) Under Section 527 of the 2006 Act shareholders that meet the threshold requirements set out in that section have the right to require the Company to publish on a website a statement setting out any matter relating to:

(a) the audit of the Company's accounts (including the auditor's report and the conduct of the audit) that are to be laid before the meeting; or

(b) any circumstance connected with an auditor of the Company ceasing to hold office since the previous meeting at which annual accounts and reports were laid in accordance with Section 437 of the 2006 Act.

The Company may not require the members requesting any such website publication to pay its expenses in complying with Sections 527 or 528 of the 2006 Act. Where the Company is required to place a statement on a website under Section 527 of the 2006 Act, it must forward the statement to the Company's auditor not later than the time when it makes the statement available on the website. The business which may be dealt with at the meeting includes any statement that the Company has been required to publish on a website under Section 527 of the 2006 Act.

A request must be received by the Company not later than 30 April 2026, the date being one week before the AGM.

(xi) Copies of Directors' service contracts and letters of appointment and the Articles of Association of the Company are available for inspection at One Silk Street, London, EC2Y 8HQ, United Kingdom, during normal business hours on any weekday (Saturdays, Sundays and UK public holidays excepted).

(xii) You may not use any electronic address provided in this notice or in any related documents (including the Form of Proxy) to communicate with the Company for any purposes other than those expressly stated.

(xiii) A copy of this notice and other information required by Section 311A of the 2006 Act can be found at www.balfourbeatty.com.

Balfour Beatty plc | Notice of AGM 2026

EXPLANATORY NOTES TO THE BUSINESS OF THE AGM

We will be holding our AGM on Thursday 7 May 2026 at 5 Churchill Place, Canary Wharf, London E14 5HU. The meeting will start at 09:30am and the formal notice of the meeting is set out on pages 3 and 4.

In these explanatory notes, the references to 19 March 2026 and to 30 June 2027 are to the latest practicable date prior to the publication of this circular and the latest date by which the Company must hold an AGM in 2027, respectively.

RESOLUTIONS 1 TO 18

Resolutions 1 to 18 will be proposed as ordinary resolutions. For these Resolutions to be passed, more than 50% of the votes cast must be in favour.

1. Directors' Report and Accounts

The Directors are required to present the annual accounts, Strategic report, Directors' report and Auditor's report on the accounts to the meeting for the year ended 31 December 2025. These are all contained in the Company's Annual Report and Accounts 2025 (the 2025 Annual Report).

2. Directors' Remuneration Report

The Company is required to seek shareholder approval of the Directors' remuneration report for the year ended 31 December 2025 on pages 146 to 160 of the 2025 Annual Report. The vote is advisory in nature and therefore no entitlement of any individual Director to remuneration, whether under a service contract or letter of appointment, is conditional on the passing of this resolution.

3. Directors' Remuneration Policy

The Company is required to seek shareholders' approval of its remuneration policy at least every three years (or when the policy changes). This vote is binding. The current policy was approved by shareholders at the 2023 AGM. The new Directors' Remuneration Policy is set out in full on pages 136 to 145 of the 2025 Annual Report. Once the Directors' Remuneration Policy is approved, the Company will not be able to make a remuneration payment to a current or prospective Director or payment for loss of office to a current or past Director, unless that payment is consistent with the policy or has been approved by a resolution of the members of the Company. Subject to approval, the policy will take effect from the close of the AGM on 7 May 2026.

4. Dividend

Shareholders must approve the final dividend payable for each ordinary share held. However, the final dividend cannot exceed the amount recommended by the Directors, which is 9.8p for each ordinary share. If approved, the final dividend will be paid on 1 July 2026 to holders of ordinary shares who are on the Company's Register of Members on 15 May 2026. The proposed final dividend will bring the total dividend for 2025 to 14.0p per ordinary share. For 2024, the total dividend was 12.5p per ordinary share. Shares held in treasury do not receive the dividend.

5 to 13. Election and re-election of Directors

Philp Hoare will stand for election at this year's AGM following his appointment to the Board as Group Chief Executive on 8 September 2025. All other Directors, who are currently in office, will seek re-election at the AGM in accordance with the recommendations of the UK Corporate Governance Code.

Each of the Directors brings skills and experience which enhance the quality of debate in the boardroom and provide guidance in the Company's affairs. There are, however, specific areas where the Independent Non-executive Directors, in particular, bring a wealth of insight and, although not exhaustive, the key skills and experience of the Directors is set out on page 114 of the 2025 Annual Report. The Directors believe that your Board continues to include an appropriate balance of skills, experience, independence and knowledge of the Company and retains the ability to provide effective leadership to the Group.

Following formal performance reviews with all Board members carried out in the year, the Group Chair is satisfied that each of the Board Directors continues to be effective and demonstrate commitment to the role, including commitment of time for Board and Committee meetings. Accordingly, your Board believes that the election or re-election of each of the Directors is in the best interests of your Company.

For information about each of your Directors seeking re-election, please refer to pages 9 and 10 of this notice.

14 and 15. Independent auditor

The Company must appoint an auditor at every general meeting at which accounts are presented to shareholders. KPMG LLP has indicated its willingness to continue to act as the Company's auditor for another year until the conclusion of the next AGM at which accounts are laid before the Company. The Audit and Risk Committee has assessed the effectiveness, independence, objectivity, appropriate mindset and professional skepticism of the external auditor, KPMG, and concluded that the external auditor was in all respects effective. On the recommendation of the Audit and Risk Committee, Resolution 14 proposes that KPMG LLP be reappointed as auditor of the Company.

Resolution 15 authorises your Directors to determine the remuneration of the auditor. Seeking separate authorities to appoint the auditor and to determine its remuneration is in accordance with best practice.

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16. Amendments to the Balfour Beatty Performance Share Plan 2021

This resolution seeks shareholder approval for amendments to the Balfour Beatty Performance Share Plan 2021 (PSP), which was approved by shareholders at the 2021 AGM. The amendments include:

The PSP includes a limit on the value of shares over which a participant may be granted awards in respect of a financial year. As originally approved and adopted, the limit in the PSP was 200% of salary, reflecting the Directors' Remuneration Policies approved in 2020 and 2023. Awards granted to a new recruit to replace remuneration forfeited in connection with their recruitment are excluded from these limits, as described in the Notice of AGM 2021.
In order that the rules of the PSP are aligned with the new Directors' Remuneration Policy, for which approval is sought as referred to in respect of Resolution 3, it is proposed that the limit in the rules be amended. As amended, the limit will be expressed as the highest limit for Executive Directors in the shareholder approved Directors' Remuneration Policy from time to time, which, in the new Directors' Remuneration Policy, is: (i) 200% of annual basic salary; or (ii) 250% of annual basic salary in specific circumstances (such as to facilitate the recruitment of an executive Director or in the event of a significant increase in the size and/or complexity of the Company's business). Awards granted to a new recruit to replace remuneration forfeited in connection with their recruitment will continue to be excluded from this limit.
The PSP currently requires that awards granted to the Company's Executive Directors are subject to the satisfaction of a performance condition. To provide more operational flexibility, the PSP rules are amended to permit the grant of awards to the Executive Directors without performance conditions. However, the application of performance conditions to awards granted to Executive Directors will be consistent with the Directors' Remuneration Policy as approved by shareholders from time to time.
The PSP also includes limits such that the number of shares which may be issued or issuable in any 10-year period under the: (i) PSP and all other employees' share plans operated by the Company, may not exceed 10% of the issued ordinary share capital of the Company; and (ii) PSP and all other discretionary employee share plans operated by the Company, may not exceed 5% of the issued ordinary share capital of the Company.
Although the Company does not currently new issue shares to satisfy awards granted under the PSP, in order to retain appropriate flexibility over the life of the PSP and in line with the most recent guidelines issued by the Investment Association, the 5% plan limit will be removed. The 10% limit on the number of shares issued or issuable under the PSP and all other employees' share plans operated by the Company (in any 10-year period) will remain.
Reflecting usual practice, the PSP is amended to permit the grant of awards in a grant "window" following the approval of the Directors' Remuneration Policy.

The rules of the PSP marked up to show the proposed amendments will be available on the Company's website from the date of this notice until the date of the AGM. The rules as so marked up will also be available for inspection at the AGM for at least 15 minutes prior to the start of the meeting and up until the close of the meeting and available on the National Storage Mechanism (https://data.fca.org.uk/#/nsm/nationalstoragemechanism) from the date of this Notice of AGM.

17. Authority to incur political expenditure

Part 14 of the Companies Act 2006 requires companies to obtain shareholders' authority for political donations to registered political parties, other political organisations or an independent election candidate, totaling more than £5,000 in any 12-month period, and for any political expenditure, subject to limited exceptions.

The definition of political donations in this context is very wide and extends to bodies such as those concerned with policy review, law reform and representation of the business community.

It could include special interest groups, such as those involved with the environment, which the Company and its subsidiaries might wish to support, even though these activities are not designed to support or influence support for a particular political party or political organisation.

It remains the policy of the Company and its subsidiaries not to make political donations or incur political expenditure as those expressions are normally understood. However, your Directors consider that it is in the best interests of shareholders for the Company to participate in public debate and opinion forming matters which affect its business. To avoid the inadvertent infringement of the Companies Act 2006, your Directors are seeking shareholders' authority for the Company, and all companies that are, at any time during the period for which this resolution has effect, subsidiaries of the company as defined in the 2006 Act to make political donations and to incur political expenditure, as defined in Part 14 of the Companies Act 2006, up to a maximum aggregate amount of £25,000. The authority sought by this resolution will expire at the conclusion of the Company's AGM in 2027, or on 30 June 2027, whichever is the earlier.

In line with best practice guidelines published by the Investment Association, this resolution is put to shareholders annually, rather than every four years as permitted by the Companies Act 2006.

18. Authority to allot ordinary shares

The purpose of this resolution is to renew your Directors' authority to allot shares on a pre-emptive basis. The authority in paragraph (a) would give your Directors authority to allot new shares, or to grant rights to subscribe for or convert any security into shares, up to a nominal value of £81,548,257.50 representing approximately one-third of the Company's total issued ordinary share capital, exclusive of treasury shares, as at 19 March 2026. The authority in paragraph (b) would give your Directors authority to allot new shares, or to grant rights to subscribe for or convert any security into shares, only in connection with a pre-emptive offer up to a further nominal value of £81,548,257.50. This is in line with the Investment Association's Share Capital Management Guidelines.

As at 19 March 2026, 3,559,039 shares were held by the Company as treasury shares. Your Directors consider it desirable to retain the maximum flexibility permitted by corporate governance guidelines to respond to market developments. This will enable them to act in the best interests of shareholders when opportunities arise, by issuing ordinary shares at short notice, without the need to convene a general meeting.

This authority renews that given at last year's AGM and will expire at the conclusion of the Company's AGM in 2027, or on 30 June 2027, whichever is the earlier, although your Directors intend to continue the practice of seeking renewal of this power at each AGM.

Balfour Beatty plc | Notice of AGM 2026

EXPLANATORY NOTES TO THE BUSINESS OF THE AGM CONTINUED

RESOLUTIONS 19 TO 21

These resolutions will be proposed as special resolutions. For these resolutions to be passed, at least 75% of the votes cast must be in favour.

19. Authority to allot ordinary shares for cash on a non-pre-emptive basis

If your Directors allot new shares (or sell treasury shares) for cash (other than in connection with an employee share scheme), they must first offer them to existing shareholders in proportion to their existing holdings (known as pre-emption rights). However, there may be occasions when your Directors need the flexibility to finance business opportunities by the issue of shares for cash without a pre-emptive offer to existing shareholders. This resolution seeks shareholders' approval to do this.

The resolution seeks approval for the allotment of new ordinary shares of up to a nominal amount of £24,642,429.00 for cash (which includes the sale of any shares held in treasury), representing 10% of the Company's issued ordinary share capital as at 19 March 2026. This authority falls within the Pre-Emption Group's Statement of Principles.

This authority renews that given at last year's AGM and will expire at the conclusion of the Company's AGM in 2027, or on 30 June 2027, whichever is the earlier. A renewal of this authority will be proposed at each subsequent AGM and the authority sought will fall within the Pre-Emption Group's Statement of Principles.

20. Authority for the Company to purchase its own ordinary shares

In 2025, the Company completed a buyback programme that returned £100m to shareholders. On 5 January 2026, the Company announced that it would carry out a further buyback programme in the amount of £50m and on 11 March 2026, the Company announced that it would extend the £50m buyback programme to a total of £200m (together the 2026 Buyback Programme). Your Directors are committed to managing the Company's share capital effectively and it is proposed that, in common with many other listed companies, the Company continues to have the authority to make market purchases of its own shares. The number of shares the Company can buy is limited to a maximum of 14.99% of the Company's issued ordinary share capital, excluding treasury shares, calculated by reference to the number of ordinary shares respectively in issue at 19 March 2026 (being the latest practicable date).

The resolution sets out the lowest and the highest prices the Company can pay for its shares. The authority expires at the conclusion of the AGM in 2027, or on 30 June 2027, whichever is the earlier.

Your Board will continue to monitor the capital requirements of the Company carefully and, although there are no plans to purchase ordinary shares at the moment other than under the 2026 Buyback Programme, the Directors consider it prudent to be able to act at short notice if the circumstances warrant it. Your Board will only make use of these authorities if it is satisfied: that it would promote the success of the Company to do so; that it could be expected to result in an increase in earnings per share, and accordingly that the purchase is in the interests of shareholders as a whole.

As at 19 March 2026, 3,559,039 ordinary shares had been purchased and were being held as treasury shares.

As at 19 March 2026, there were no outstanding warrants or options to subscribe for ordinary shares.

If the Company purchases its own shares they will be cancelled or held as treasury shares. The Companies Act 2006 permits the Company to hold shares purchased as treasury shares rather than that treat them as cancelled. Any shares held in treasury may subsequently be cancelled, resold for cash or used to satisfy share options and share awards under an employee share scheme. Once shares are held in treasury, the Company is not entitled to exercise any rights, including the rights to attend and vote at meetings and receive dividends, in respect of those shares. Your Board will only hold shares in treasury where it believes this course of action would promote the success of the Company.

21. Notice of general meetings

Changes made to the Companies Act 2006 by The Companies (Shareholders' Rights) Regulations 2009 (the Regulations) increase the notice period required for general meetings to 21 days, unless shareholders approve a shorter notice period, which cannot be less than 14 clear days. Such approval will not affect AGMs, which will continue to be held on at least 21 clear days' notice.

Before the Regulations came into force, the Company was able to call general meetings (other than AGMs) on 14 clear days' notice. In order to preserve this ability, this resolution seeks renewal of the shareholder approval given at the 2025 AGM. If renewed, this approval will be effective until the conclusion of the Company's AGM in 2027, when your Directors intend to seek a further renewal. Shareholders should note that the changes to the Companies Act 2006 pursuant to the Regulations mean that, in order to be able to call a general meeting on less than 21 clear days' notice, the Company must make a means of electronic voting available to all shareholders for that meeting. The Company has provided an electronic voting facility for several years and intends to continue to do so. The shorter notice period would not be used as a matter of routine for such meetings, but only where the flexibility offered by the shorter notice period would be in the best interests of shareholders generally, taking into account the circumstances and business of the meeting, including whether the business is time sensitive.

balfourbeatty.com 9

BIOGRAPHICAL DETAILS OF DIRECTORS SEEKING ELECTION OR RE-ELECTION

Key

A Committee Chair
B Audit and Risk Committee
B Nomination Committee
C Remuneration Committee
D Safety and Sustainability Committee
Tenure as at 31 December 2025

CHARLES ALLEN, LORD ALLEN OF KENSINGTON, CBE

Non-executive Group Chair

Appointed 13 May 2021
Nationality British
Tenure 4 years, 7 months

Experience

Lord Allen has extensive corporate experience across a range of sectors, most notably in support services and media. His previous positions include Chair of the British Horseracing Authority, Chair of ISS A/S, Executive Chair of EMI Music, Chief Executive of ITV plc, Chief Executive of Compass Group, Chief Executive of Granada Group and Chief Adviser to the British Home Office.

Charles was awarded a CBE in 2002, was knighted in 2012 and was ennobled in 2013.

Key external appointments

Lord Allen sits in the House of Lords and currently holds positions as Non-executive Chair of THG PLC, Senior Director of Global Media and Entertainment and Chair of the Invictus Games Foundation.

PHILIP HOARE

Group Chief Executive

Appointed 8 September 2025
Nationality British
Tenure 4 months

Experience

Philip is a chartered civil engineer with extensive leadership experience in engineering, project management and construction. Educated at Cardiff University, he has held several senior roles at AtkinsRéalis, including CEO of its UK and European division, President of the global Engineering Services business, and ultimately Group Chief Operating Officer. A strong advocate for the role of infrastructure in economic growth, Philip has led a Government task force on UK business resilience with the Department for Business and Trade; served on the Board of Infrastructure Exports UK to support UK companies in securing international projects; and chaired the Rail Supply Group, where he helped develop a new Sector Deal for rail as part of the Government's Industrial Strategy.

Philip is a member of both the Institution of Civil Engineers and the Chartered Institution of Highways and Transportation.

Key external appointments

Philip does not hold any external appointments.

PHILIP HARRISON

Chief Financial Officer

Appointed 1 June 2015
Nationality British
Tenure 10 years, 7 months

Experience

Philip has considerable financial expertise and extensive experience of working in large multinational manufacturing and services businesses. Philip was appointed as Chief Financial Officer in June 2015, having previously served as Group Finance Director at Hogg Robinson Group plc, and as Group Finance Director at VT Group plc. Prior to that, he was VP Finance at Hewlett-Packard (Europe, Middle East and Africa regions) and was a member of its EMEA board.

Philip's earlier career included senior international finance roles at Compaq, Rank Xerox and Texas Instruments. Philip is a fellow of the Chartered Institute of Management Accountants.

Key external appointments

Philip stepped down as Non-executive Director and Chair of the Audit Committee of Dowlais Group plc in February 2026.

ANNE DRINKWATER

Senior Independent Non-executive Director

T M A

Appointed 1 December 2018
Nationality British
Tenure 7 years, 1 month

Experience

Anne has significant experience in heavy industry including multiple large capital expenditure projects with infrastructure considerations and knowledge of doing business in the UK and US. She was at BP plc for over 30 years, holding a number of senior strategic and operational roles across multiple jurisdictions including the US, Norway, Indonesia, the Middle East and Africa culminating in the role of President and CEO of the Canadian business. Anne was previously a Non-executive Director at Aker Solutions A.S.A. and at UK listed Tullow Oil plc, where she served on a number of board committees. She was previously Oil and Gas Adviser to the Falkland Islands Government.

Key external appointments

Anne is Non-executive Deputy Chair of Equinor A.S.A. where she is also Chair of the Audit Committee and a member of the Safety, Sustainability and Ethics Committee.

ROBERT MACLEOD

Independent Non-executive Director

T M A

Appointed 8 March 2024
Nationality British
Tenure 1 year, 10 months

Experience

Robert is a highly experienced Chief Executive Officer and Chief Financial Officer and brings strong strategic, financial, and commercial experience to the Board.

A Chartered Accountant by background, he was formerly Chief Executive Officer of Johnson Matthey plc from 2014 to 2022 and Chief Financial Officer from 2009 to 2014. Prior to this, he worked at WS Atkins PLC, serving as Chief Financial Officer for six years. Robert was a Non-executive Director of Aggreko plc from 2007 to 2016.

Key external appointments

Robert is currently a Non-executive Director of Vesuvius plc, Senior Independent Non-executive Director and Chair of the Remuneration Committee and member of the Audit and Nomination Committee at the BSI; and Non-executive Director and Chair of the Audit and Risk Committee of the Defence Science and Technology Laboratory.

GABRIELLE (GABBY) COSTIGAN, MBE

Independent Non-executive Director

T M

Appointed 8 March 2024
Nationality Australian
Tenure 1 year, 10 months

Experience

Gabby is an Aeronautical Engineer with a diverse international career including 21 years in the Australian Army. She was previously Chief Executive Officer of the logistics business, Linfox International Group. In 2017, she joined BAE Systems plc as Chief Executive Officer of BAE Systems Australia before being promoted to her current role of Group Managing Director, Business Development and a member of the Executive Committee.

Key external appointments

Gabby is currently the Group Managing Director of Business Development for BAE Systems.

Balfour Beatty plc | Notice of AGM 2026

BIOGRAPHICAL DETAILS OF DIRECTORS SEEKING ELECTION OR RE-ELECTION CONTINUED

Key

A Committee Chair
B Audit and Risk Committee
B Nomination Committee
B Remuneration Committee
B Safety and Sustainability Committee
Tenure as at 31 December 2025

BARBARA MOORHOUSE

Independent Non-executive Director

A B C

Appointed	1 June 2017
Nationality	British
Tenure	8 years, 7 months

Experience

Barbara has extensive leadership experience across the private, public and regulated sectors. She was Group Finance Director at Morgan Sindall plc, Regulatory Director at South West Water and Chief Finance Officer for two international listed IT companies – Kewill Systems plc and Scala Business Solutions NV. Latterly, she was Director General at the Ministry of Justice and the Department for Transport. Her most recent executive appointment was as Chief Operating Officer at Westminster City Council. She is a fellow of the Chartered Institute of Management Accountants and an associate member of the Association of Corporate Treasurers.

Key external appointments

Barbara is Independent Chair of the Agility Trains East and Agility Trains West.

LOUISE HARDY

Independent Non-executive Director and Workforce Engagement Lead

A B

Appointed	1 April 2022
Nationality	British
Tenure	3 years, 9 months

Experience

Louise has over 30 years of business and leadership experience in the construction and built engineering industry. A civil engineer, she has held a range of senior roles at London Underground, Bechtel, AECOM and Laing O'Rourke, and as infrastructure director responsible for the portfolio of projects for the London 2012 Olympic Games.

Louise has also held a number of non-executive roles in the public sector and FTSE 250. Louise is a Fellow of the Institution of Civil Engineers, the Chartered Management Institute and the Women's Engineering Society. Louise won the European Women in Construction and Engineering, Lifetime Achievement in Construction Award, 2019.

Key external appointments

Louise is currently a Non-executive Director of Crest Nicholson Holdings plc and Travis Perkins plc. Louise is also Independent Chair of Oriel and a STEM Ambassador and Diversity Champion.

RUDOLPH (RUDY) WYNTER

Independent Non-executive Director

A B

Appointed	1 December 2024
Nationality	American
Tenure	1 year, 1 month

Experience

Rudy has a Bachelor's in Mechanical Engineering from Pratt Institute and a Master of Business Administration from Fordham University in the US. He has over 35 years' experience in the gas and electricity industry where he has served in many leadership and senior operational roles. His most recent role was as President, National Grid New York, leading the company's regulated energy delivery portfolio. Prior to this, Rudy was Chief Operating Officer of National Grid's Wholesale Networks & Capital Delivery business.

Key external appointments

Rudy is currently a Non-executive Director and Chair of the Nominating and Corporate Governance Committee at EnerSys Inc (NYSE:ENS); an independent board member of El Paso Electric; and a Senior Advisor to Accenture US in relation to the utility sector.

balfourbeatty.com 11

IMPORTANT INFORMATION FOR SHAREHOLDERS

You (or any appointed proxy) have the right to attend, speak and vote at the AGM if you are a holder of ordinary shares as shown on the Company's share register at close of business on Tuesday 5 May 2026 (or, in the event of an adjournment, at close of business on the date which is 48 hours before the time of the adjourned meeting). Changes to the Register of Members after the relevant deadline will be disregarded in determining the rights of any person to attend and vote at the AGM.

If you cannot attend the AGM, you may appoint someone else as your proxy. The number of shares that you hold at the relevant deadline will determine how many votes you will have directly or through your proxy (or proxies).

TIME AND PLACE OF AGM

Balfour Beatty's AGM will start promptly at 9:30am on Thursday 7 May 2026 at 5 Churchill Place, Canary Wharf, London E14 5HU. Registration will start at 9:00am.

WHAT YOU NEED TO BRING

Please keep and bring with you the attendance card attached to your Form of Proxy. It will authenticate your right to attend, speak and vote at the AGM and will speed up your admission. You may also find it helpful to bring this circular with you, so that you can refer to it at the meeting.

JOINT SHAREHOLDERS

All joint shareholders may attend and speak at the meeting. However, only the first shareholder listed on the Register of Members is entitled to vote.

SHAREHOLDERS WITH DISABILITIES

The venue for the meeting has full access for the disabled.

APPOINTING A PROXY

You may appoint a proxy – someone who will attend the AGM on your behalf and exercise all or any of your rights to speak and vote – by completing and returning the Form of Proxy in accordance with the following instructions.

A proxy need not be a member of the Company.

Before completing the relevant Form of Proxy, please read the following explanatory notes.

HOW TO COMPLETE THE FORM OF PROXY

1. Appointing the Chair of the AGM as your proxy

For convenience, the appointment of the Chair of the meeting has already been included. If you wish to make this appointment, you need only complete, sign and date the Form of Proxy.

The Form of Proxy enables you to instruct the meeting Chair how to vote on the resolutions to be proposed at the AGM. These resolutions are set out in the notice of meeting on pages 3 and 4 and are explained on pages 6 to 8. The meeting Chair will vote (or withhold their vote) as they think fit on any other business which may properly come before the meeting.

Please place an 'X' in the appropriate box alongside each resolution to indicate whether and, if so, how you wish your vote to be cast in relation to that resolution. In the absence of any specific instruction on how to vote on a particular resolution, your proxy may vote as the proxy thinks fit on any motion to amend a resolution or to adjourn the meeting, or on any other resolution proposed at the AGM. The 'Vote withheld' option is provided, in accordance with best practice, so as to enable you to instruct your proxy not to vote on any particular resolution. However, it should be noted that a vote withheld in this way is not a vote in law and will not be counted in the calculation of the proportion of votes 'For' or 'Against' a resolution.

2. Appointing someone other than the Chair of the AGM as your proxy

If you wish to appoint someone else as your proxy, you should insert the name of your proxy in the space provided on the Form of Proxy.

If necessary, please enter in the box next to the proxy's name the number of shares over which they are authorised to act as your proxy. If left blank, the proxy will have your full voting entitlement.

3. Appointing more than one person as your proxy

To appoint more than one person as your proxy, you may photocopy the relevant Form of Proxy in relation to each proxy you wish to appoint. Each Form of Proxy should clearly indicate the name of the proxy and the number of 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.

All Forms of Proxy must be signed and should be returned together in the same envelope.

4. Signing the Form of Proxy

Before posting the relevant Form(s) of Proxy, please check that it has been signed and dated. In the case of joint holders, any one of you may sign.

If someone signs the Form on your behalf, you or that person must send it to the Company's Registrar, Equiniti, (see 6 to 8 below) with the authority under which it is signed, or a copy of the authority which has been certified by a solicitor or notary.

5. Corporate appointment of proxy

Where the person appointing the proxy is a company, the relevant Form of Proxy must be executed either under seal or under the hand of a duly authorised officer or attorney and the appropriate power of attorney or other authority must be lodged with the Form of Proxy.

6. Posting details

To be valid, a Form of Proxy, together with any authority (see 4 and 5 above), must be received by Equiniti not later than 09:30am on Tuesday 5 May 2026, or if the AGM is adjourned, 48 hours before the time for holding the adjourned AGM.

Completion and return of a Form of Proxy will not prevent you from attending and voting in person at the relevant meeting.

7. UK shareholders

Each UK shareholder should reply by posting a Form of Proxy to Equiniti in the envelope provided. No stamp is required. Alternatively, you may vote electronically via the internet at www.shareview.co.uk (see 10 below).

8. Shareholders outside the UK

Shareholders with addresses outside the UK should reply by returning their Form of Proxy in an envelope to Equiniti, Aspect House, Spencer Road, Lancing Business Park, Lancing, West Sussex BN99 6DA, United Kingdom. Alternatively, you may vote electronically via the internet at www.shareview.co.uk (see 10 below).

Balfour Beatty plc | Notice of AGM 2026

IMPORTANT INFORMATION FOR SHAREHOLDERS CONTINUED

HOW TO COMPLETE THE FORM OF PROXY CONTINUED

9. Duplicate Forms of Proxy

If Equiniti receives two or more Forms of Proxy from the same shareholder relating to the same shareholding, they will act upon the one that is delivered last (regardless of its date). If they cannot confirm which one was delivered last (regardless of its date), they will not act on any of the Forms. If your Form arrives after the voting deadline, it will not be valid and will not replace any earlier Forms of Proxy that they have received.

10. Electronic proxy submission

To be valid, electronic votes must be received by Equiniti not later than 9:30am on Tuesday 5 May 2026. If you would like to submit your Form of Proxy electronically via the internet, you may do so via the platforms listed below.

It is possible for you to submit your proxy votes online by going to Equiniti's Shareview website, www.shareview.co.uk, and logging in to your Shareview Portfolio. Once you have logged in, simply click 'View' on the 'My Investments' page and then click on the link to vote and follow the on-screen instructions. If you have not yet registered for a Shareview Portfolio, go to www.shareview.co.uk and enter the requested information. It is important that you register for a Shareview Portfolio with enough time to complete the registration and authentication processes.

CREST members who wish to appoint a proxy or proxies by utilising the CREST electronic proxy appointment service may do so for the meeting and any adjournment(s) thereof by utilising the procedures described in the CREST Manual. CREST personal members or other CREST sponsored members, and those CREST members who have appointed a voting service provider, should refer to their CREST sponsor or voting service provider, who will be able to take the appropriate action on their behalf.

In order for a proxy appointment made by means of CREST to be valid, the appropriate CREST message (a CREST Proxy Instruction) must be properly authenticated in accordance with Euroclear's specifications and must contain the information required for such instructions, as described in the CREST Manual. The message must be transmitted so as to be received by the issuer's agent (ID RA19) by the latest time(s) for receipt of proxy appointments specified in the relevant notice of meeting. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the message by the CREST Application Host) from which the issuer's agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST.

CREST members and, where applicable, their CREST sponsors or voting service providers should note that Euroclear does not make available special procedures in CREST for any particular messages. Normal system timings and limitations will therefore apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member or sponsored member or has appointed a voting service provider, to procure that the CREST sponsor or voting service provider takes) such action as shall be necessary to ensure that a message is transmitted by the CREST system by any particular time. In this connection, CREST members and, where applicable, their CREST sponsors or voting service providers are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings.

The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001, as amended.

If you are an institutional investor, you may be able to appoint a proxy electronically via the Proxymity platform, a process which has been agreed by the Company and approved by the Registrar. For further information regarding Proxymity, please go to www.proxymity.io. Before you can appoint a proxy via this process you will need to have agreed to Proximity's associated terms and conditions. It is important that you read these carefully as you will be bound by them, and they will govern the electronic appointment of your proxy.

11. Documents

The formal Notice of the AGM on pages 3 and 4 provides details of the documents which are available on the Company's website for inspection prior to the AGM.

12. General information

Tea and coffee will be available up to the commencement of the AGM and after the meeting. For the safety of everybody at our AGM, you may be asked to provide proof of your identity and to allow our security staff to search any bags or packages. Please allow time for these procedures. You will not be allowed to enter the meeting with recording equipment, cameras or any other inappropriate item which may interfere with the good order of the meeting. Large bags, rucksacks and suitcases cannot be brought into the meeting. Storage and cloakroom facilities will be provided. If, having registered, you wish to leave the building, you should first report to the registration desk. If you fail to do this, you may have difficulty gaining readmission. We may refuse entry to persons whose demeanour or behaviour we believe may interfere with the good order of the meeting. Anyone attempting to take photographs, film or record the proceedings may be asked to leave.

Please switch off any mobile phones or other electronic equipment before the meeting begins.

We hope you will understand that these arrangements are for the protection of all shareholders and to ensure good order at the meeting.

If you have any comments or questions concerning the AGM you can write to the Company Secretary either by post to the Company's Registered Office or by email to [email protected], with the heading 'AGM 2025' as appropriate. Notices of termination of proxy appointment, or requests for additional Forms of Proxy, should not be sent to this email address. If you wish to give notice of the termination of a proxy appointment, please send a letter to the Company's Registrar giving the full details. This should arrive before the voting deadline. Please note that, as indicated on the shareholder information page, any administrative enquiry relating to your shareholding should, in the first instance, be directed to the Company's Registrar clearly stating your registered name and address and, if available, Shareholder Reference Number. You can obtain the results of the AGM by telephoning the Company's Registrar after the meeting has ended. The results will also be announced to the Financial Conduct Authority via a Regulatory Information Service and will appear on the Balfour Beatty website (www.balfourbeatty.com) as soon as practicable following the meeting.

13. Duplicate mailings

You may have received separate sets of documents as it was not possible to combine your records – for example, because different dividend payment instructions apply. Any shareholders who now wish to stop duplicate mailings by combining their records should visit www.shareview.co.uk.

balfourbeatty.com 13

SHAREHOLDER INFORMATION

2026 Financial calendar

7 May	Annual General Meeting
1 July	Final 2025 dividend payable
12 August*	2026 half year results announcement
4 December*	Interim 2026 dividend payable
3 December*	Trading update

Dates are subject to change.

Registrar

Balfour Beatty's share register is maintained by Equiniti, the Company's Registrar. All administrative enquiries relating to shareholdings and requests to receive corporate documents by email should, in the first instance, be directed to Equiniti, clearly stating your registered address and, if available, your Shareholder Reference Number.

Telephone: +44 (0) 371 384 2703. Calls are charged at the standard geographic rate and will vary by provider. Calls outside the United Kingdom are charged at the applicable international rate. Lines are open between 8:30am and 5:30pm, Monday to Friday excluding public holidays in England and Wales.

You can create a Shareview account, through which you will be able 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, change your registered address; sign up to receive e-communications to access the online proxy voting facility; and download and print shareholder forms. Shareview is easy to use. Please visit www.shareview.co.uk.

Share certificates

In order to sell or transfer your shares, you must ensure that you have a valid share certificate. This must be in the name of Balfour Beatty plc. If you lose or misplace your share certificate, you can contact Equiniti customer support centre and request a replacement certificate. Equiniti will then issue a letter of indemnity to you which you will need to sign and return for a new certificate to be produced. There is a fee charged for this service which includes an administration charge and a counter signature fee (the counter signature fee can vary depending on the value of the shareholding).

Electronic shareholder communications

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

Unsolicited telephone calls

In the past, some of our shareholders have received unsolicited telephone calls or correspondence concerning investment matters from organisations or persons claiming or implying that they have some connection with the Company. We advise our shareholders to be wary of any unsolicited telephone calls, advice or correspondence concerning investment matters from organisations or persons claiming or implying that they have some connection with the Company. These are typically from overseas-based 'brokers' who target UK shareholders offering to sell them what often turn out to be worthless or high-risk shares in UK or overseas investments. Shareholders are advised to be very wary of any unsolicited advice, offers to buy shares at a discount or offers of free annual and/or other reports on the Company.

If you receive any unsolicited investment advice:

Always ensure the firm is authorised by the Financial Conduct Authority (FCA), is on the FCA Register, and is allowed to provide financial advice before handing over your money. You can check if a firm is on the FCA Register via https://register.fca.org.uk/.
Ask the caller for their name and telephone number and inform them you will call them back. Then check their identity to ensure that they are from the firm they say they are from by calling the firm using the contact number listed on the FCA Register. If there are no contact details on the FCA Register or you are told that they are out of date, or if you have any other doubts, call the FCA Consumer Helpline on 0800 111 6768.
If you are approached about a share scam, please visit the FCA's ScamSmart website at www.fca.org.uk/scamsmart where you can access information about the various types of scam, including share and boiler room fraud, and see the FCA's Warning List and reports on firms about which consumers have expressed concerns. Alternatively, you can call the FCA Consumer Helpline (see above). If you use an unauthorised firm to buy or sell shares or other investments, you will not have access to the Financial Ombudsman Service or be eligible to receive payment under the Financial Services Compensation Scheme if things go wrong.
You should also report any approach to Action Fraud, which is the UK's national fraud reporting centre, at www.actionfraud.police.uk, or by calling 0300 123 2040.

Balfour Beatty plc | Notice of AGM 2026

SHAREHOLDER INFORMATION CONTINUED

Share transfers

Gifting shares to your family or to charity: To transfer shares to another member of your family as a gift, please ask the Registrar for a Balfour Beatty gift transfer form. Alternatively, if you only have a small number of shares whose value makes it uneconomic to sell, you may wish to consider donating them to the share donation charity ShareGift (registered charity no. 1052686), whose work Balfour Beatty supports. Any shares you donate to ShareGift will be aggregated and sold when possible, and the proceeds will be donated to a wide range of other UK charities. Since ShareGift was launched, over £3m has been given to more than 3,000 charities. The relevant share transfer form may be obtained from the Registrar. For more information visit www.sharegift.org.

Share dealing services

Equiniti provides a telephone and online share dealing service for UK resident shareholders. To use this service, telephone +44 (0) 371 384 2703 from within the UK. Calls are charged at the standard geographic rate and will vary by provider. Lines are open Monday to Friday 8:30am to 5:30pm, UK time, excluding public holidays in England and Wales. Alternatively, you can log on to www.equiniti.com. Equiniti Limited is authorised and regulated by the Financial Conduct Authority.

London Stock Exchange Codes

The London Stock Exchange Daily Official List (SEDOL) code for the ordinary shares is 0096162.

The London Stock Exchange ticker code for the ordinary shares is BBY.

Capital gains tax (CGT)

For CGT purposes the market value on 31 March 1982 of Balfour Beatty plc's ordinary shares of 50p each was 267.6p per share. This has been adjusted for the 1 for 5 rights issue in June 1992, the 2 for 11 rights issue in September 1996 and the 3 for 7 rights issue in October 2009 and assumes that all rights have been taken up.

Consolidated tax vouchers

Balfour Beatty issues a consolidated tax voucher annually to all shareholders who have their dividends paid direct to their bank account. If you would prefer to receive a tax voucher at each dividend payment date rather than annually, please contact the Registrar. A copy of the consolidated tax voucher may be downloaded from the Share Portal at www.shareview.co.uk.

Enquiries

Enquiries relating to Balfour Beatty's results, business and financial position should be made in writing to the Corporate Communications Department at the address shown below or by email to [email protected].

Balfour Beatty plc Registered Office:
5 Churchill Place, Canary Wharf,
London E14 5HU

Registered in England and Wales under Company Number 00395826

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Balfour Beatty
5 Churchill Place
Canary Wharf
London E14 5HU
Telephone: +44(0) 20 7216 6800
www.balfourbeatty.com
Balfour Beatty is a registered trademark of Balfour Beatty plc

AI assistant

Balfour Beatty PLC — Proxy Solicitation & Information Statement 2026

4595_agm-r_2026-04-02_4afa5581-78ea-4680-a12f-165ba217b3a4.pdf

Balfour Beatty

Annual General Meeting 2026

LETTER FROM THE GROUP CHAIR

DEAR SHAREHOLDER

Director changes

The business we will consider at the AGM

What to do next

Recommendation

NOTICE OF ANNUAL GENERAL MEETING

Ordinary Business

Special Business

NOTICE OF ANNUAL GENERAL MEETING CONTINUED

Special Business continued

NOTES TO THE NOTICE OF ANNUAL GENERAL MEETING

Notes:

EXPLANATORY NOTES TO THE BUSINESS OF THE AGM

RESOLUTIONS 1 TO 18

1. Directors' Report and Accounts

2. Directors' Remuneration Report

3. Directors' Remuneration Policy

4. Dividend

5 to 13. Election and re-election of Directors

14 and 15. Independent auditor

16. Amendments to the Balfour Beatty Performance Share Plan 2021

17. Authority to incur political expenditure

18. Authority to allot ordinary shares

EXPLANATORY NOTES TO THE BUSINESS OF THE AGM CONTINUED

RESOLUTIONS 19 TO 21

19. Authority to allot ordinary shares for cash on a non-pre-emptive basis

20. Authority for the Company to purchase its own ordinary shares

21. Notice of general meetings

BIOGRAPHICAL DETAILS OF DIRECTORS SEEKING ELECTION OR RE-ELECTION

Key

CHARLES ALLEN, LORD ALLEN OF KENSINGTON, CBE

Experience

Key external appointments

PHILIP HOARE

Experience

Key external appointments

PHILIP HARRISON

Experience

Key external appointments

ANNE DRINKWATER

Experience

Key external appointments

ROBERT MACLEOD

Experience

Key external appointments

GABRIELLE (GABBY) COSTIGAN, MBE

Experience

Key external appointments

BIOGRAPHICAL DETAILS OF DIRECTORS SEEKING ELECTION OR RE-ELECTION CONTINUED

Key

BARBARA MOORHOUSE

Experience

Key external appointments

LOUISE HARDY

Experience

Key external appointments

RUDOLPH (RUDY) WYNTER

Experience

Key external appointments

IMPORTANT INFORMATION FOR SHAREHOLDERS

TIME AND PLACE OF AGM

WHAT YOU NEED TO BRING

JOINT SHAREHOLDERS

SHAREHOLDERS WITH DISABILITIES

APPOINTING A PROXY

HOW TO COMPLETE THE FORM OF PROXY

1. Appointing the Chair of the AGM as your proxy

2. Appointing someone other than the Chair of the AGM as your proxy

3. Appointing more than one person as your proxy

4. Signing the Form of Proxy

5. Corporate appointment of proxy

6. Posting details

7. UK shareholders

8. Shareholders outside the UK

Balfour Beatty PLC Proxy Solicitation & Information Statement 2026