REG - Costain Group PLC - Result of AGM

CostainAnnouncement

14/05/2026 16:30

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RNS Number : 4120E  Costain Group PLC  14 May 2026

Costain Group PLC (the Company)

LEI: 213800PKIJBZ2EDTKC88

14 May 2026

 

 

 

RESULTS OF 2026 AGM

 

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  % of Votes Cast  NUMBER OF VOTES AGAINST  % of Votes Cast  TOTAL VOTES CAST  % of Issued Share Capital Voted  NUMBER OF VOTES WITHHELD

                                                                               FOR

 Resolution 1                                                                  122,390,832      99.98            24,892                   0.02             122,415,724       45.71%                           1,022,025

 Receive the 2025 Annual Report and Accounts
 Resolution 2                                                                  114,267,912      92.64            9,073,480                7.36             123,341,392       46.06%                           96,337

 Approve the Directors' Remuneration Report
 Resolution 3                                                                  111,771,960      90.57            11,632,858               9.43             123,404,818       46.08%                           32,911

 Approve the Directors' Remuneration Policy
 Resolution 4                                                                  123,369,592      99.97            41,689                   0.03             123,411,281       46.08%                           26,448

 Declare a final dividend
 Resolution 5                                                                  106,367,997      86.21            17,015,796               13.79            123,383,793       46.07%                           53,956

 Re-elect Kate Rock
 Resolution 6                                                                  123,058,333      99.73            338,615                  0.27             123,396,948       46.08%                           40,801

 Re-elect Alex Vaughan
 Resolution 7                                                                  123,037,680      99.72            344,896                  0.28             123,382,576       46.07%                           55,173

 Re-elect Helen Willis
 Resolution 8                                                                  121,445,358      98.46            1,897,889                1.54             123,343,247       46.06%                           94,482

 Re-elect Amanda Fisher
 Resolution 9                                                                  112,767,824      97.97            2,334,052                2.03             115,101,876       42.98%                           8,335,853

 Re-elect Fiona MacAulay
 Resolution 10                                                                 121,356,715      98.39            1,986,827                1.61             123,343,542       46.06%                           94,187

 Re-elect Steve Mogford
 Resolution 11                                                                 121,476,069      98.46            1,898,071                1.54             123,374,140       46.07%                           63,609

 Re-elect Tony Quinlan
 Resolution 12                                                                 123,278,825      99.94            79,306                   0.06             123,358,131       46.06%                           79,618

 Re-appoint PwC as auditor
 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                                                                 98,026,323       79.43            25,381,607               20.57            123,407,930       46.08%                           29,799

 Authorise political donations
 Resolution 15                                                                 122,059,754      98.90            1,357,156                1.10             123,416,910       46.09%                           20,819

 Authorise the allotment of shares
 Resolution 16                                                                 123,136,576      99.81            231,110                  0.19             123,367,686       46.07%                           70,043

 Approve the amendments to the 2023 LTIP Plan Rules
 Resolution 17                                                                 121,888,857      98.80            1,478,880                1.20             123,367,737       46.07%                           69,992

 Approve the disapplication of pre-emption rights (general)
 Resolution 18                                                                 121,055,942      98.18            2,247,187                1.82             123,303,129       46.04%                           134,600

 Approve the disapplication of pre-emption rights (acquisition or capital
 investment)
 Resolution 19                                                                 122,917,204      99.90            126,442                  0.10             123,043,646       45.95%                           394,103

 Authorise the purchase of own ordinary shares
 Resolution 20                                                                 122,570,095      99.32            835,239                  0.68             123,405,334       46.08%                           32,415

 Approve the holding of General Meetings (other than AGMs) on 14 clear days'
 notice

 

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.

 

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
(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 (http://www.costain.com) .

 

Enquiries:

 

 Costain                     matt.jones@costain.com (mailto:matt.jones@costain.com)

 Matt Jones, Costain         +44 (0) 7860 922 341

 Company Secretariat         costaincosec@costain.com (mailto:costaincosec@costain.com)
 Katie Mullins, Costain      +44 (0)20 3922 0600

 Cyd Trumper, Costain

 Financial media - Headland  costain@headlandconsultancy.com (mailto:costain@headlandconsultancy.com)
 Andy Rivett-Carnac          +44 (0) 7968 997 365

 Charlie Twigg               +44 (0) 7946 494 568

 

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