COSTAIN GROUP PLC — AGM Information 2020

May 28, 2020

COSTAIN GROUP PLC (the "Company")

At a general meeting of the Company held on Wednesday 27 May 2020 held at Costain House, Vanwall Business Park, Maidenhead, Berkshire, SL6 4UB the following resolution was duly passed as an ordinary resolution of the Company. Terms defined in the combined circular and prospectus published by the Company on 7 May 2020 have the same meaning in the ordinary resolution set out below.

"THAT:

• 1. The Directors be and are hereby generally and unconditionally authorised:
  2. (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 £83,500,000 pursuant to the Capital Raising, which authority shall be in addition to the existing authority conferred on the Directors on 7 May 2019, 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relevant securities in pursuance of such offer or agreement as if the authority hereby conferred had not expired or been revoked or varied; and
  3. (B) to allot the New Ordinary Shares pursuant to the Capital Raising, at an issue price of 60 pence, which is at a 20.1% discount to the Closing Price of the Ordinary Shares as at 6 May 2020 (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."

………………………………… Tracey Wood, Company Secretary 27 May 2020