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Mowlem Plc (MWLM)

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Monday 30 January, 2006

Mowlem Plc

Scheme of arrangement

Mowlem Plc
30 January 2006

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR INTO OR
               FROM THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN



                                30 January 2006



                MOWLEM PLC - RECOMMENDED OFFER BY CARILLION PLC



                              SHAREHOLDER APPROVAL



Mowlem plc ("Mowlem") announces that, at a Court Meeting and an Extraordinary
General Meeting of Mowlem shareholders held earlier today to approve the
recommended acquisition (the "Acquisition") of Mowlem by Carillion plc ("
Carillion") to be effected by way of Scheme of Arrangement (the "Scheme"), all
the resolutions proposed received the support of Mowlem shareholders.



At the Court Meeting, a majority in number of Mowlem shareholders who voted
(either in person or by proxy), representing not less than 75 per cent. by value
of the votes cast, voted in favour of the resolution to approve the Scheme. The
resolution was accordingly passed. At the Extraordinary General Meeting, the
resolution to approve the Scheme and provide for its implementation was also
passed by the requisite majority.



The votes cast for each resolution were as follows:



COURT MEETING



Resolution to approve the Scheme:



FOR  99.65%                            AGAINST  0.35%



EXTRAORDINARY GENERAL MEETING



Special Resolution to approve the Scheme and provide for its implementation:



FOR  90%                                AGAINST  10%



Completion of the Acquisition remains subject to the satisfaction or, if
permitted, waiver of the conditions to the Acquisition as set out in the Scheme
document dated 6 January 2006 and sent to Mowlem shareholders, including, inter
alia, the approval of the Irish Competition Authority and the sanction of the
Scheme by the High Court. It is expected that the Scheme will become effective
on 23 February 2006.



Copies of the resolutions passed at the Mowlem Court Meeting and EGM will be
submitted to the Financial Services Authority ("FSA") later today and will
shortly thereafter be available for inspection by the public at the FSA's
Document Viewing Facility which is situated at: Financial Services Authority, 25
The North Colonnade, Canary Wharf, London E14 5HS (tel. +44 (0)20 7676 1000)
during normal business hours on any weekday (except public holidays).



Terms used in this announcement shall have the same meanings as set out in the
Scheme document dated 6 January 2006.



Contact: Brian O'Neill   telephone: 020 8568 9111


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