AI assistant
COSTAIN GROUP PLC Proxy Solicitation & Information Statement 2026
4669_agm-r_2026-04-02_b7d5ea94-44d0-4581-9302-f8dbbae314c2.pdf
Proxy Solicitation & Information Statement
Open in viewerOpens in your device viewer
PROXY FORM
Costain Group PLC
Investec Bank plc, 30 Gresham Street, London, EC2V 7QP on Thursday 14 May 2026 at 3.00pm.
+
COSTAIN
You can submit your proxy electronically at www.shareview.co.uk using the number opposite.
Alternatively, you can complete the Proxy Form below and return this form to our registrar, EQ, by using the reply paid envelope provided.
Shareholder Reference Number
Before completing the Proxy Form below, please read the explanatory notes overleaf.
☐ Please indicate here with an 'X' if this Proxy Form is one of multiple instructions being given.
I/We, hereby appoint the Chair of the meeting; or
in respect of ALL my shares or that number of my shares as specified below:
to be my/our proxy to exercise all or any of my/our rights to attend, to speak and to vote in respect of my/our voting entitlement on my/our behalf at the AGM of the Company to be held on Thursday 14 May 2026 at 3.00pm and at any adjournment thereof. I/We appoint my/our proxy to vote in the manner indicated below (or if no instructions are given, the proxy will exercise their discretion as to whether and if so how to vote):
| Ordinary Resolutions | Vote | ||
|---|---|---|---|
| For | Against | Withheld (see Note 14 below) | |
| 1. To receive the 2025 Annual Report and Accounts. | ☐ | ☐ | ☐ |
| 2. To approve the Directors' Remuneration Report. | ☐ | ☐ | ☐ |
| 3. To approve the Directors' Remuneration Policy. | ☐ | ☐ | ☐ |
| 4. To declare a final dividend. | ☐ | ☐ | ☐ |
| 5. To re-elect Kate Rock. | ☐ | ☐ | ☐ |
| 6. To re-elect Alex Vaughan. | ☐ | ☐ | ☐ |
| 7. To re-elect Helen Willis. | ☐ | ☐ | ☐ |
| 8. To re-elect Amanda Fisher. | ☐ | ☐ | ☐ |
| 9. To re-elect Fiona MacAulay. | ☐ | ☐ | ☐ |
| 10. To re-elect Steve Mogford. | ☐ | ☐ | ☐ |
| 11. To re-elect Tony Quinlan. | ☐ | ☐ | ☐ |
| 12. To re-appoint PricewaterhouseCoopers LLP (PwC) as auditor. | ☐ | ☐ | ☐ |
| 13. To authorise the Directors to determine the auditor's remuneration. | ☐ | ☐ | ☐ |
| 14. To authorise political donations. | ☐ | ☐ | ☐ |
| 15. To authorise the Directors to allot shares in the Company. | ☐ | ☐ | ☐ |
| 16. To approve the amended Costain 2023 Long Term Incentive Plan Rules. | ☐ | ☐ | ☐ |
Special Resolutions
| 17. To approve the disapplication of pre-emption rights (general). | ☐ | ☐ | ☐ |
|---|---|---|---|
| 18. To approve the disapplication of pre-emption rights (acquisition or capital investment). | ☐ | ☐ | ☐ |
| 19. To authorise the Company to purchase own ordinary shares. | ☐ | ☐ | ☐ |
| 20. To enable general meetings to be held on 14 clear days' notice. | ☐ | ☐ | ☐ |
Signature
Date
Before completing the Form of Proxy overleaf, please read the explanatory notes below.
Explanatory notes
-
Only holders of ordinary shares, or their duly appointed representatives, are entitled to attend, speak and vote at the AGM. A member so entitled may appoint a proxy or proxies, who need not be a member of the Company, to exercise all or any of their rights to attend, speak and vote on their behalf.
-
You can appoint the Chair of the meeting or anyone else to be your proxy at the AGM. To appoint the Chair as your proxy in respect of all your shares, fill in any voting instructions and sign and date the Form of Proxy but leave all other proxy appointment details blank. To appoint a proxy other than the Chair in respect of all your shares, cross out the words 'the Chair of the meeting; or' and insert the name of your proxy (who need not be a member of the Company), then fill in any voting instructions and sign and date the Form of Proxy. To appoint the Chair or other person in relation to part of your holding only, please enter in the space provided the number of shares in relation to which they are authorised to act as your proxy. If this space is left blank they will be authorised in respect of your full voting entitlement.
-
You can also, if you wish, appoint more than one proxy provided that each proxy is appointed to exercise the rights attached to different shares held by you. To appoint more than one proxy, you should photocopy the Form of Proxy or contact the Company's registrar, EQ, for further copies at the address set out in Note 18 or on +44 (0)371 384 2250 (please use the country code if calling from outside the UK). Lines are open 8.30am to 5.30pm, Monday to Friday excluding public holidays in England and Wales. If you are appointing more than one proxy, please indicate in the box overleaf the proxy holder's name and the number of shares in relation to which you authorise them to act as your proxy. Please also indicate by marking the box on the Form of Proxy if the proxy instruction is one of multiple instructions being given. Multiple proxy appointments should be returned together in the same envelope. No proxy may be authorised to exercise votes which any other proxy has been authorised to exercise.
-
If you appoint multiple proxies you can, if you wish, give each proxy different instructions on how to vote (or whether to abstain from voting) by marking the voting direction section accordingly on each of the relevant forms appointing the proxies.
-
If you submit more than one valid proxy appointment, the appointment received last before the latest time of receipt for proxies will take precedence. If you wish to change your proxy instruction you should submit a new Form of Proxy to EQ at the address set out in Note 18 or to the Chair at the AGM.
-
As an alternative to completing a hard copy Form of Proxy, you may appoint a proxy or proxies electronically. You can register your proxy appointment and voting instructions by going to Equiniti's Shareview website, www. shareview.co.uk, and logging in to your Shareview Portfolio. To register for a Shareview Portfolio, go to www.shareview.co.uk and enter the requested information. For an electronic appointment to be valid the appointment must be received by EQ by no later than 3.00pm on Tuesday 12 May 2026 (or, in the case of an adjourned meeting, not later than 48 hours (excluding non-working days) before the time set for the adjourned meeting). Should you complete your Form of Proxy electronically and then post a hard copy, the Form of Proxy that is last received will be counted to the exclusion of instructions received earlier, whether electronic or posted. If the Company is unable to determine which was last received, none of them shall be treated as valid in respect of that share.
-
CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service, may do so by using the procedures described in the CREST Manual (available via www.euroclear.com). CREST Personal Members or other CREST sponsored members, and those CREST members who have appointed a service provider(s), should refer to their CREST sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf.
-
In order for a proxy appointment or instruction made using the CREST service to be valid, the appropriate CREST message (a 'CREST Proxy Instruction') must be properly authenticated in accordance with Euroclear UK & Ireland Limited's specifications, and must contain the information required for such instruction, as described in the CREST Manual. The message, regardless of whether it constitutes the appointment of a proxy or is an amendment to the instruction given to a previously appointed proxy, must, in order to be valid, be transmitted so as to be received by the issuer's agent (ID RA19) by 3.00pm on Tuesday 12 May 2026. 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. After this time any change of instructions to proxies appointed through CREST should be communicated to the appointee through other means.
-
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.
-
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. Your proxy must be lodged by 3.00pm on Tuesday 12 May 2026 in order to be considered valid. Before you can appoint a proxy via this process you will need to have agreed to Proxymity'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.
-
If the Form of Proxy is signed by someone on your behalf, their authority to sign must be returned with the Form of Proxy. In the case of a joint holding, any holder may sign. If the shareholder is a corporation, the Form of Proxy must be executed under its common seal or signed by an officer, attorney or other person duly authorised by the corporation. The power of attorney or other authority (if any) under which it is signed or a notarially certified or office copy thereof must be lodged with EQ in accordance with the timescale in Note 18.
-
To be entitled to vote at the AGM (and for the purpose of determining the number of votes you may cast) you must be entered on the Company's register of members at 6.30pm on Tuesday 12 May 2026. If the meeting is adjourned, you must be entered on the register by 6.30pm on the date which is two working days before the time of the adjourned meeting.
-
Please indicate with an 'X' in the boxes provided how you wish your vote to be cast. Unless otherwise instructed, the person appointed as proxy will be entitled to exercise their discretion as to how they vote or whether they abstain from voting on any particular resolution and, unless instructed otherwise, on any other business (including amendments to resolutions and any procedural business) which may properly come before the meeting.
-
The 'Vote Withheld' option on the Form of Proxy is provided to enable you to abstain on any particular resolution. However, a vote withheld is not a vote in law, which means that the vote will not be counted in the calculation of the proportion of votes 'For' and 'Against' a resolution.
-
Any alterations to the Form of Proxy should be initialled.
-
If you complete and return the Form of Proxy, this will not prevent you from attending in person and voting at the AGM should you subsequently decide to do so.
-
In the case of joint holders, where more than one of the joint holders purports to appoint a proxy, only the appointment submitted by the most senior holder will be accepted. Seniority is determined by the order in which the names of the joint holders appear in the Company's register of members in respect of the joint holding (the first-named being the most senior).
-
To be valid the Form of Proxy must reach the Company's registrar, EQ, at Aspect House, Spencer Road, Lancing, West Sussex, BN99 6DA, together with the power of attorney or other authority, if any, under which it is signed or a copy of such authority certified notarially, by no later than 3.00pm on Tuesday 12 May 2026.
COSTAIN
NOTICE OF AVAILABILITY
Important, please read carefully
You can now access the 2025 Annual Report and Accounts and Notice of 2026 Annual General Meeting on our website at www.costain.com.
www.costain.com/investors
Costain Group PLC
Seventh Floor
70 St Mary Axe
London
EC3A 8BE
Tel: 020 3922 0600
[email protected]