AGM Statement

Costain Group PLC
24 May 2002



                               COSTAIN GROUP PLC

                             Annual General Meeting

At the Annual General Meeting of the Company today, a poll was called on the
resolution to re-elect Mr Basil Vasiliou, a nominee non-executive director
retiring by rotation.  Votes against were 160,625,346 (92.73%).  Votes for were
12,589,319 (7.27%).  Accordingly Mr Vasiliou's re-election was not approved. All
the other resolutions contained in the notice of AGM were passed.

                                                                     24 May 2002


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