Costain : Result of AGM

Costain Group PLC

('Costain' or 'the Group')

Results of 2017 AGM

At the Company's Annual General Meeting held on 08 May 2017 (the 'AGM'), the resolutions set out in the Notice of Meeting, circulated to shareholders on 17 March 2017, were passed by the requisite majorities. Resolutions 1 to 12 were passed as ordinary resolutions and Resolutions 13 to 16 were passed as special resolutions.

As at 6.30pm on 04 May 2017, the number of issued shares in the Company was 104,365,867ordinary 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 2016 Annual Report	62,502,735	100.00	2,470	0.00	62,505,205	59.89%	84,377
Resolution 2 Approve the Directors' Remuneration Report	61,877,507	99.74	163,564	0.26	62,041,071	59.45%	548,511
Resolution 3 Approve the Directors' Remuneration Policy	61,456,977	98.24	1,099,394	1.76	62,556,371	59.94%	33,211
Resolution 4 Approve the 2016 Final Dividend	62,587,230	100.00	2,162	0.00	62,589,392	59.97%	190
Resolution 5 Elect Dr Paul Golby	62,233,566	99.44	348,486	0.56	62,582,052	59.96%	7,530
Resolution 6 Re-elect Mr James Morley	61,941,359	98.98	640,584	1.02	62,581,943	59.96%	7,639
Resolution 7 Re-elect Ms Alison Wood	62,463,411	99.81	119,969	0.19	62,583,380	59.97%	6,202
Resolution 8 Appoint PwC as auditors	62,482,319	99.95	33,934	0.05	62,516,253	59.90%	73,329
Resolution 9 Authorise the auditors' remuneration	62,562,962	99.97	21,601	0.03	62,584,563	59.97%	5,019
Resolution 10 Authorise the allotment of shares	62,352,333	99.63	231,640	0.37	62,583,973	59.97%	5,609
Resolution 11 Authorise Borrowing Powers	62,557,539	99.96	25,820	0.04	62,583,359	59.97%	6,223
Resolution 12 Authorise Political Donations	57,830,621	92.50	4,691,687	7.50	62,522,308	59.91%	67,274
Resolution 13 Approve disapplication of pre-emption rights (general)	61,472,083	98.32	1,052,766	1.68	62,524,849	59.91%	64,733
Resolution 14 Approve disapplication of pre-emption rights (acquisition or capital investment)	61,809,593	98.86	713,256	1.14	62,522,849	59.91%	66,733
Resolution 15 Approve purchase of own shares	61,986,871	99.07	582,440	0.93	62,569,311	59.95%	20,271
Resolution 16 Approve holding of General Meetings on 14 days' notice	61,476,809	98.24	1,104,337	1.76	62,581,146	59.96%	8,436

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.

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 atwww.morningstar.co.uk/uk/nsm.aspx. In addition, copies of these resolutions will also be filed with Companies House.

The results of the 2017 AGM will be available to view on the Company's website atwww.Costain.com.

08 May 2017

ENQUIRIES:

Costain Group PLC	Tel: [phone]
Tracey Wood Company Secretary
Instinctif Partners	Tel: [phone]
Mark Garraway