Result of AGM
Costain Group PLC announced that all resolutions at its 2026 Annual General Meeting were passed, with resolutions 1 to 16 approved as ordinary resolutions and resolutions 17 to 20 as special resolutions. Notably, Resolution 14, concerning political donations, received 79.43% of votes in favour out of 46.08% of the issued share capital voted, and the Board will engage with shareholders on this matter. The company's 267,798,543 ordinary shares were eligible to vote, and the results showed strong support for the annual report, directors' remuneration, dividend declaration, auditor re-appointment, and share allotment, with most re-election votes exceeding 86%.
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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 267,798,543 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 Authorise the auditor's remuneration | 123,318,417 | 99.94 | 75,980 | 0.06 | 123,394,397 | 46.08% | 43,332 |
| 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.
- 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 www.costain.com.
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