A.b.engineering Regulatory News (ASBE)

For immediate release 22 February 2012

ASSOCIATED BRITISH ENGINEERING PLC ("the Company")

Capital Reduction

Issue of New Ordinary Shares and Cancellation of Preference Shares

Further to the Proposals and Expected Timetable of Principal Events as set out in a circular to Shareholders dated 11 January 2012, the Company reports that the Capital Reduction was today approved by the Court.

Accordingly, the Preference Shares will be cancelled with such cancellation expected to take place on 24 February 2012, when it is expected that admission of the 735,563 new ordinary shares of 2.5p each ("New Ordinary Shares") issued under the Open Offer and in settlement of the 7% Preference Shares' arrears of dividend will become effective and that dealings will commence. In addition, dealings are expected to commence in the 1,313,427 New Ordinary Shares arising from the Sub Division.

Application has been made to the UK Listing Authority for the New Ordinary Shares to be admitted to the Official List, and to the London Stock Exchange for the New Ordinary Shares to be admitted to trading on the London Stock Exchange's main market for listed securities.

Contact:

Colin Weinberg, Associated British Engineering PLC 0043 664 885 019 800

David Brown, Associated British Engineering PLC 0044 781 418603

Roland Cornish/Felicity Geidt, Beaumont Cornish Limited 0207 628 3396