Result of EGM

Costain Group PLC
02 October 2007



02 October 2007





RESOLUTIONS PUT TO EXTRAORDINARY GENERAL MEETING AND DISCLOSURE OF PROXY VOTES



Costain Group PLC ('Costain' or the 'Company') announces that, at the
Extraordinary General Meeting held earlier today, all the resolutions proposed
were passed by the Company's shareholders.



All resolutions proposed at the Company's EGM were carried on a show of hands.
The proxy figures for the resolutions were as follows:


1.   the authorised ordinary share capital of the Company be increased from £37,343,182.40 to £50,739,400
     by the creation of 267,924,352 Ordinary Shares of 5 pence each in the Company


Votes For        Votes Against    Discretionary     Total Votes Cast  Votes Witheld*
                                  Votes

224,732,286      132,897          278,695           225,143,878       2,274,061


2.   to authorise the Directors of the Company to exercise all powers of the Company to allot relevant
     securities of the Company up to an aggregate nominal amount of £13,396,173.45 in connection with the
     Rights Issue.


Votes For        Votes Against    Discretionary     Total Votes Cast  Votes Witheld*
                                  Votes


226,404,593          501,943       311,258           227,217,794          200,145



*A vote withheld is not counted in the calculations of the proportion of votes
cast 'for' and 'against' a resolution.



Accordingly, Provisional Allotment Letters in respect of entitlements to New
Ordinary Shares pursuant to the Rights Issue will be posted today to Qualifying
Non-CREST Shareholders (other than, subject to certain limited exceptions, those
Qualifying Non-CREST Shareholders who have registered addresses in the United
States, Canada, France, Japan, Malaysia, New Zealand, South Africa or
Switzerland). It is expected that Nil Paid Rights will be credited to the CREST
stock accounts of Qualifying CREST Shareholders (other than, subject to certain
limited exceptions, those Qualifying CREST Shareholders who have registered
addresses in the United States, Canada, France, Japan, Malaysia, New Zealand,
South Africa or Switzerland) and enabled in CREST at, or as soon as practicable
after, 8.00 a.m. on 3 October 2007.



It is expected that admission of the Nil Paid Rights and the Fully Paid Rights
to the Official List and to trading on the London Stock Exchange's market for
listed securities will become effective and that dealings will commence in the
Nil Paid Rights and the Fully Paid Rights by no later than 8.00 a.m. on 3
October 2007. The latest time and date for acceptance and payment in full under
the Rights Issue is 11.00 a.m. on 25 October 2007.



Copies of the Resolutions passed at the Company's Extraordinary General Meeting
have been submitted to the UK Listing Authority and will shortly be available
for inspection by the public during normal business hours any weekday (public
holidays excepted) at The UK Listing Authority's Document Viewing Facility,
which is situated at The Financial Services Authority, 25 The North Colonnade,
Canary Wharf, London E14 5H5.



Definitions used in the Prospectus dated 14 September 2007 shall have the same
meanings when used in this announcement, unless the context requires otherwise.
 All references to time in this announcement are to the time in London.



Contacts:

Costain Group PLC                                             Tel: [phone]
Andrew Wyllie, Group Chief Executive
Tony Bickerstaff, Group Finance Director
Graham Read, Public Relations


Hawkpoint Partners Limited (Financial adviser and Sponsor)    Tel: [phone]
Christopher Kemball
Chris Robinson


Arbuthnot Securities Limited (Joint broker to Costain)        Tel: [phone]
James Steel
Richard Dunn


Dresdner Kleinwort Limited (Joint broker to Costain)          Tel: [phone]
Charles Batten
Michael Covington


College Hill (PR advisers)                                    Tel: [phone]
Mark Garraway
Matthew Gregorowski



Hawkpoint Partners Limited, which is authorised and regulated in the United
Kingdom by the Financial Services Authority, is acting as financial adviser and
sponsor to Costain and is acting for no one else in connection with the Rights
Issue and will not be responsible to anyone other than Costain for providing the
protections afforded to clients of Hawkpoint Partners Limited, nor for providing
advice in connection to the Rights Issue or any other matter referred to herein.



Arbuthnot Securities Limited, which is authorised and regulated in the United
Kingdom by the Financial Services Authority, is acting exclusively for Costain
and for no one else in connection with matters described in this announcement
and is not advising any other person or treating any other person as its client
in relation to matters described in this announcement and will not be
responsible to anyone other than Costain for providing the protections afforded
to clients of Arbuthnot Securities Limited, or for giving advice to any other
person in relation to the contents of this announcement or any other matter
referred to in this announcement.



Dresdner Kleinwort Limited, which is authorised and regulated by the Financial
Services Authority, is acting as Joint Broker for Costain and for no-one else in
connection with the contents of this announcement and will not be responsible to
anyone other than Costain for providing protections afforded to customers of
Dresdner Kleinwort Limited, or for affording advice in relation to the contents
of this announcement or any matters referred to herein.



This announcement shall not constitute or form part of any offer or invitation
to sell or issue, or any solicitation of any offer to acquire, any New Ordinary
Shares to any person in any jurisdiction to whom or in which such offer or
solicitation is unlawful.  The distribution of this announcement in certain
jurisdictions may be restricted by law and therefore persons into whose
possession this announcement comes should inform themselves about and observe
any such restrictions. Any failure to comply with these restrictions may
constitute a violation of the securities laws of any such jurisdiction. Any
purchase of, or application for, securities in the Rights Issue should only be
made on the basis of information contained in the Prospectus dated 14 September
2007 and any supplement thereto.



This announcement is not an offer of securities for sale in the United States.
Securities may not be offered or sold in the United States absent registration
or an exemption from registration. The New Ordinary Shares have not been, nor
will they be, registered under the US Securities Act of 1933, as amended, or
under the securities laws of any state in the United States or under the
applicable securities laws of Canada, France, Japan, Malaysia, New Zealand,
South Africa or Switzerland.  Subject to certain exceptions, the New Ordinary
Shares may not be offered or sold in the United States, Canada, France, Japan,
Malaysia, New Zealand, South Africa or Switzerland or to or for the benefit of
any national, resident or citizen of the United States, Canada, France, Japan,
Malaysia, New Zealand, South Africa or Switzerland.


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