COSTAIN GROUP PLC — AGM Information 2018

May 8, 2018

National Storage Mechanism | Additional information

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RNS Number : 4106N

Costain Group PLC

08 May 2018

Costain Group PLC

(the "Company")

Results of 2018 AGM

At the Company's Annual General Meeting held on 08 May 2018 (the "AGM"), the resolutions set out in the Notice of Meeting, circulated to shareholders on 16 March 2018, were passed by the requisite majorities. Resolutions 1 to 10 were passed as ordinary resolutions and Resolutions 11 to 14 were passed as special resolutions.

As at 6.30pm on 04 May 2018, the number of issued shares in the Company was 106,140,137 ordinary shares, which was the total number of shares entitling the holders to attend and vote for or against all the resolutions at the AGM. In accordance with the Company's Articles of Association, the resolutions were put to the meeting on a poll in which every member present in person or by proxy had one vote for every share held.

The poll results, on which Equiniti, the Company's registrar, acted as scrutineer, are as follows:

RESOLUTION	VOTES FOR	% of Votes Cast	VOTES AGAINST	% of Votes Cast	TOTAL VOTES CAST	% of Voting Capital	VOTES WITHHELD
Resolution 1 Approve the 2017 Annual Report and Accounts	70,062,106	99.99	7,983	0.01	70,070,089	66.02%	325,010
Resolution 2 Approve the Directors' Remuneration Report	69,727,769	99.58	292,962	0.42	70,020,731	65.97%	374,367
Resolution 3 Approve the 2017 final dividend	70,382,123	99.99	5,307	0.01	70,387,430	66.32%	7,669
Resolution 4 Elect Ms Jacqueline de Rojas	70,189,234	99.75	177,408	0.25	70,366,642	66.30%	28,457
Resolution 5 Re-elect Mr Andrew Wyllie	70,209,433	99.75	177,898	0.25	70,387,331	66.32%	7,768
Resolution 6 Re-elect Mr David McManus	49,715,833	74.24	17,255,010	25.76	66,970,843	63.10%	3,424,255
Resolution 7 Re-appoint PwC as auditors	70,235,027	99.90	68,147	0.10	70,303,174	66.24%	90,925
Resolution 8 Authorise the auditors' remuneration	70,331,514	99.94	41,427	0.06	70,372,941	66.30%	22,158
Resolution 9 Authorise the allotment of shares	69,860,367	99.26	522,960	0.74	70,383,327	66.31%	11,772
Resolution 10 Authorise political donations	66,868,425	95.04	3,487,030	4.96	70,355,455	66.29%	39,644
RESOLUTION	VOTES FOR	% of Votes Cast	VOTES AGAINST	% of Votes Cast	TOTAL VOTES CAST	% of Voting Capital	VOTES WITHHELD
Resolution 11 Approve the disapplication of pre-emption rights (general)	70,161,215	99.76	166,151	0.24	70,327,366	66.26%	67,733
Resolution 12 Approve the disapplication of pre-emption rights (acquisition or capital investment)	68,532,277	97.44	1,799,614	2.56	70,331,891	66.26%	63,207
Resolution 13 Approve the purchase of own shares	69,820,521	99.38	435,250	0.62	70,255,771	66.19%	139,327
Resolution 14 Approve the holding of General Meetings on 14 clear days' notice	69,117,090	98.19	1,275,403	1.81	70,392,493	66.32%	2,606

Notes:

1.   There were no restrictions on shareholders to cast votes on any of the resolutions proposed at the AGM.

2.   Percentages are expressed as a proportion of the total votes cast (which does not include votes withheld).

3.   A vote withheld is not a vote in law and is not included in the calculation of the votes 'For' or 'Against' the resolutions, nor the total votes cast.

4.   Any proxy appointments which gave discretion to the Chairman have been included in the 'For' totals.

The Board notes the result of resolution 6. The Board takes seriously any concerns regarding over-boarding and will engage with shareholders to understand and discuss any concerns they may have. However, the Board believes that Mr McManus is able to discharge his role effectively as has been the case since his appointment.

In accordance with Listing Rule 9.6.2R, copies of all resolutions passed at the AGM today, other than those concerning ordinary business, will be submitted to the National Storage Mechanism, where they will be available for inspection in due course at www.morningstar.co.uk/uk/nsm.aspx. In addition, copies of these resolutions will also be filed with Companies House.

The results of the 2018 AGM will be available to view on the Company's website at www.Costain.com

08 May 2018

ENQUIRIES:

Costain Group PLC	Tel: 01628 842 444
Tracey Wood
Company Secretary
Instinctif Partners	Tel: 020 7457 2020
Mark Garraway
James Gray

This information is provided by RNS

The company news service from the London Stock Exchange

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