Business
Costain : 2026 - Results of Annual General Meeting
Costain : 2026 - Results of Annual General
About this update from Costain Group Plc
RESULTS OF 2026 AGM Costain Group PLC (the Company) LEI: 213800PKIJBZ2EDTKC88 14 May 2026 At the Company's Annual General Meeting held on 14 May 2026 (the "AGM"), the resolutions set out in the Notice of Meeting, circulated to shareholders on 2 April 2026, were passed by the requisite majorities. Resolutions 1 to 16 were passed as ordinary resolutions and Resolutions 17 to 20 were passed as special resolutions. As at 6.30pm on 12 May 2026, the number of issued shares in the Company was 267,747,810 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 2025 Annual Report and Accounts 122,390,832 99.98 24,892 0.02 122,415,724 45.71% 1,022,025 Resolution 2 Approve the Directors' Remuneration Report 114,267,912 92.64 9,073,480 7.36 123,341,392 46.06% 96,337 Resolution 3 Approve the Directors' Remuneration Policy 111,771,960 90.57 11,632,858 9.43 123,404,818 46.08% 32,911 Resolution 4 Declare a final dividend 123,369,592 99.97 41,689 0.03 123,411,281 46.08% 26,448 Resolution 5 Re-elect Kate Rock 106,367,997 86.21 17,015,796 13.79 123,383,793 46.07% 53,956 Resolution 6 Re-elect Alex Vaughan 123,058,333 99.73 338,615 0.27 123,396,948 46.08% 40,801 Resolution 7 Re-elect Helen Willis 123,037,680 99.72 344,896 0.28 123,382,576 46.07% 55,173 Resolution 8 Re-elect Amanda Fisher 121,445,358 98.46 1,897,889 1.54 123,343,247 46.06% 94,482 Resolution 9 Re-elect Fiona MacAulay 112,767,824 97.97 2,334,052 2.03 115,101,876 42.98% 8,335,853 Resolution 10 Re-elect Steve Mogford 121,356,715 98.39 1,986,827 1.61 123,343,542 46.06% 94,187 Resolution 11 Re-elect Tony Quinlan 121,476,069 98.46 1,898,071 1.54 123,374,140 46.07% 63,609 Resolution 12 Re-appoint PwC as auditor 123,278,825 99.94 79,306 0.06 123,358,131 46.06% 79,618 Resolution 13 123,318,417 99.94 75,980 0.06 123,394,397 46.08% 43,332 Authorise the auditor's remuneration Resolution 14 Authorise political donations 98,026,323 79.43 25,381,607 20.57 123,407,930 46.08% 29,799 Resolution 15 Authorise the allotment of shares 122,059,754 98.90 1,357,156 1.10 123,416,910 46.09% 20,819 Resolution 16 Approve the amendments to the 2023 LTIP Plan Rules 123,136,576 99.81 231,110 0.19 123,367,686 46.07% 70,043 Resolution 17 Approve the disapplication of pre- emption rights (general) 121,888,857 98.80 1,478,880 1.20 123,367,737 46.07% 69,992 Resolution 18 Approve the disapplication of pre-emption rights (acquisition or capital investment) 121,055,942 98.18 2,247,187 1.82 123,303,129 46.04% 134,600 Resolution 19 Authorise the purchase of own ordinary shares 122,917,204 99.90 126,442 0.10 123,043,646 45.95% 394,103 Resolution 20 Approve the holding of General Meetings (other than AGMs) on 14 clear days' notice 122,570,095 99.32 835,239 0.68 123,405,334 46.08% 32,415 Notes: There were no restrictions on shareholders to cast votes on any of the resolutions proposed at the AGM. Percentages are expressed as a proportion of the total votes cast (which does not include votes withheld). 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. Any proxy appointments which gave discretion to the Chair have been included in the 'For' totals. The Board notes that resolution 14 was passed with less than 80% of votes in favour. It remains the policy of the Company to not make political donations or to incur political expenditure. The Board will engage with shareholders in respect of this resolution to ensure their views are understood. In accordance with provision 4 of the UK Corporate Governance Code, the Board will provide an update on this engagement within 6 months of the AGM, as well as a final summary in the Company's 2026 Annual Report. In accordance with UK Listing Rule 6.4.2, 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 2026 AGM will be available to view on the Company's website at https://www.costain.com . Enquiries: Costain Matt Jones, Costain [email protected] +44 (0) 7860 922 341 Company Secretariat [email protected] Katie Mullins, Costain Cyd Trumper, Costain +44 (0)20 3922 0600 Financial media - Headland [email protected] Andy Rivett-Carnac +44 (0) 7968 997 365 Charlie Twigg +44 (0) 7946 494 568