COSTAIN GROUP PLC — AGM Information 2014

Mar 17, 2014

COSTAIN GROUP PLC (the "Company")

At a general meeting of the Company held on Monday 17 March 2014 at Investec Bank plc, 2 Gresham Street, London EC2V 7QP the following resolutions were duly passed as ordinary resolutions of the Company. Terms defined in the combined circular and prospectus published by the Company on 27 February 2014 have the same meaning in the ordinary resolutions set out below.

"THAT:

• $1.$ The Directors be and are hereby generally and unconditionally authorised:
• $(A)$ to exercise all powers of the Company in accordance with section 551 of the Companies Act 2006 (the 'Act') to allot shares in the Company and to grant rights to subscribe for or to convert any security into such shares (all of which transactions are hereafter referred to as an allotment of 'relevant securities') up to an aggregate nominal amount of £16,691,034 pursuant to the Capital Raising, which authority shall be in addition to the existing authority conferred on the Directors on 8 May 2013, which shall continue in full force and effect. The authority conferred by this resolution shall expire at the Company's next annual general meeting (unless previously revoked or varied by the Company in a general meeting), save that the Company may, before such expiry, revocation or variation, make an offer or agreement which would or might require relevant securities to be allotted after such expiry, revocation or variation and the Directors may allot relevant securities in pursuance of such offer or agreement as if the authority hereby conferred had not expired or been revoked or varied; and
• $(B)$ to allot the New Ordinary Shares pursuant to the Capital Raising, at an issue price of 225 pence, which is at a 29.6% discount to the Closing Price of the Ordinary Shares as at 26 February 2014 (being the last Business Day before the announcement of the Capital Raising) such power (unless and to the extent previously revoked, varied or renewed by the Company in a general meeting) to expire on the conclusion of the next annual general meeting of the Company.
• $2.$ The Directors be and are hereby generally and unconditionally authorised for the purposes of Article 92 of the articles of association of the Company to incur and permit subsidiaries of the Company to incur and have outstanding borrowings (including any refinancing of such borrowings) up to an amount of £110 million in excess of the limit set out in Article 92(B)(I) of the articles of association of the Company.
• The Directors be and are hereby generally and unconditionally authorised to pay, on 25 April 3. 2014, a final dividend on Existing Ordinary Shares of 7.75 pence per Existing Ordinary Share for the financial year ended 31 December 2013 to Shareholders on the register at the close of business on the Record Date."

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Tracey Wood, Company Secretary 17 March 2014