Result of AGM
Summary by AI BETAClose X
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 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:
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. 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.
Enquiries:
|
Costain Matt Jones, Costain |
+44 (0) 7860 922 341 |
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Company Secretariat |
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Katie Mullins, Costain Cyd Trumper, Costain |
+44 (0)20 3922 0600 |
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Financial media - Headland |
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|
Andy Rivett-Carnac Charlie Twigg |
+44 (0) 7968 997 365 +44 (0) 7946 494 568 |
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