COSTAIN GROUP PLC — AGM Information 2013

May 10, 2013

Registered number: 1393773

COSTAIN GROUP PLC

(the "Company")

At an Annual General Meeting of the Company held on Wednesday 08 May 2013 at the More Suite, 2nd Floor, Dexter House, No. 2 Royal Mint Court, Tower Hill, London EC3N 4QN, the following resolutions were duly passed:

Ordinary Resolution Number 10: Renewal of the powers of the Board to allot shares

IT WAS RESOLVED THAT "the directors be and are hereby authorised generally and unconditionally to exercise all the powers of the Company to allot relevant securities (as defined in section 551 of the Companies Act 2006) up to a nominal amount of £10,924,051 and so that the directors may impose any limits or restrictions and make any arrangements which they consider necessary or appropriate to deal with any treasury shares, fractional entitlements, record dates, legal, regulatory or practical problems in, or laws of, any territory or any matter.

The authorities conferred on the directors to allot securities under this resolution will expire on the date of the AGM of the Company to be held in 2014 or on 08 May 2014 whichever is sooner, unless previously revoked or varied by the Company, and such authority shall extend to the making before such expiry of an offer or an agreement that would or might require relevant securities to be allotted after such expiry and the directors may allot relevant securities in pursuance of that offer or agreement as if the authority conferred hereby had not expired."

Ordinary Resolution Number 11: Renewal of the Scrip Dividend Scheme

IT WAS RESOLVED THAT, "Resolution Number 10 having been approved, the directors be and are hereby authorised to offer and allot ordinary shares to ordinary shareholders in lieu of a cash dividend from time to time or for such period as they may determine pursuant to the terms of Article 118 of the Company's Articles of Association, provided that the authority conferred by this resolution shall expire at the end of the fifth Annual General Meeting of the Company after the date on which this resolution is passed."

Special Resolution Number 12: Notice Periods for General Meetings (other than Annual General Meetings)

IT WAS RESOLVED THAT "a general meeting other than an annual general meeting may be called on not less than 14 clear days' notice."

Tracey Wood Secretary

09 May 2013