Costain Group PLC (the Company)
16 May 2024
RESULTS OF 2024 AGM
At the Company's Annual General Meeting held on 16 May 2024 (the "AGM"), the resolutions set out in the Notice of Meeting, circulated to shareholders on 9 April 2024, were passed by the requisite majorities. Resolutions 1 to 16 were passed as ordinary resolutions and Resolutions 17 to 21 were passed as special resolutions.
As at 6.30pm on 14 May 2024, the number of issued shares in the Company was 278,348,885 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 EQ, the Company's registrar, acted as scrutineer are as follows:
| RESOLUTION
| NUMBER OF VOTES FOR | % of Votes Cast | NUMBER OF VOTES AGAINST | % of Votes Cast | TOTAL VOTES CAST | % of Issued Share Capital Voted | NUMBER OF VOTES WITHHELD |
| Resolution 1 Receive the 2023 Annual Report and Accounts | 162,245,869 | 99.97 | 48,878 | 0.03 | 162,294,747 | 58.31% | 42,465 |
| Resolution 2 Approve the Directors' Remuneration Report | 142,966,208 | 88.10 | 19,313,449 | 11.90 | 162,279,657 | 58.30% | 57,555 |
| Resolution 3 Declare a final dividend | 162,293,870 | 99.99 | 18,060 | 0.01 | 162,311,930 | 58.31% | 25,282 |
| Resolution 4 Re-elect Kate Rock | 143,961,847 | 88.71 | 18,324,483 | 11.29 | 162,286,330 | 58.30% | 50,882 |
| Resolution 5 Re-elect Alex Vaughan | 162,159,512 | 99.93 | 120,129 | 0.07 | 162,279,641 | 58.30% | 57,571 |
| Resolution 6 Re-elect Helen Willis | 162,167,817 | 99.93 | 118,514 | 0.07 | 162,286,331 | 58.30% | 50,881 |
| Resolution 7 Re-elect Fiona MacAulay | 160,782,031 | 99.08 | 1,492,379 | 0.92 | 162,274,410 | 58.30% | 62,802 |
| Resolution 8 Re-elect Tony Quinlan | 160,900,931 | 99.15 | 1,385,399 | 0.85 | 162,286,330 | 58.30% | 50,882 |
| Resolution 9 Elect Amanda Fisher | 162,096,541 | 99.88 | 186,795 | 0.12 | 162,283,336 | 58.30% | 53,876 |
| Resolution 10 Elect Steve Mogford | 162,158,420 | 99.92 | 127,911 | 0.08 | 162,286,331 | 58.30% | 50,881 |
| Resolution 11 Re-appoint PwC as auditor | 162,162,298 | 99.93 | 117,035 | 0.07 | 162,279,333 | 58.30% | 57,879 |
| Resolution 12 Authorise the auditor's remuneration | 162,220,047 | 99.96 | 64,696 | 0.04 | 162,284,743 | 58.30% | 52,469 |
| Resolution 13 Authorise sub-division of ordinary shares | 161,103,337 | 99.27 | 1,180,753 | 0.73 | 162,284,090 | 58.30% | 53,122 |
| Resolution 14 Approve terms of deferred shares | 161,173,308 | 99.30 | 1,141,624 | 0.70 | 162,314,932 | 58.31% | 22,280 |
| Resolution 15 Authorise political donations | 146,944,453 | 90.53 | 15,378,184 | 9.47 | 162,322,637 | 58.32% | 14,575 |
| Resolution 16 Authorise the allotment of shares | 162,078,649 | 99.86 | 227,686 | 0.14 | 162,306,335 | 58.31% | 30,877 |
| Resolution 17 Approve the disapplication of pre-emption rights (general) | 156,961,651 | 96.72 | 5,328,005 | 3.28 | 162,289,656 | 58.30% | 47,556 |
| Resolution 18 Approve the disapplication of pre-emption rights (acquisition or capital investment) | 151,341,233 | 93.25 | 10,947,702 | 6.75 | 162,288,935 | 58.30% | 48,277 |
| Resolution 19 Authorise the purchase of deferred shares | 161,229,689 | 99.35 | 1,062,013 | 0.65 | 162,291,702 | 58.31% | 45,510 |
| Resolution 20 Authorise the purchase of own ordinary shares | 162,144,189 | 99.92 | 133,216 | 0.08 | 162,277,405 | 58.30% | 50,807 |
| Resolution 21 Approve the holding of General Meetings (other than AGMs) on 14 clear days' notice | 161,060,024 | 99.23 | 1,250,022 | 0.77 | 162,310,046 | 58.31% | 18,166 |
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 Chair 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 shortly be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism. Copies of these resolutions will also be filed with Companies House.
The results of the 2024 AGM will be available to view on the Company's website at www.costain.com.
Enquiries
| Investors and analysts |
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| Paul Sharma, Costain | +44 (0) 7867 501188 |
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| Financial media - Headland | |
| Andy Rivett-Carnac | +44 (0) 7968 997365 |
| Charlie Twigg | +44 (0) 7946 494568 |
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