Costain Group Regulatory News (COST)

Costain Group PLC("Costain" or "the Company")

The following notification is made in accordance with DTR 3.1.4R (1) (a).

Costain Group PLC announces the following grant of share awards to certain directors of the Company under the Share Deferral Plan and the Company's Long Term Incentive Plan as detailed in sections (A) and (B) below.

(A) Costain Group PLC 2014 Share Deferral Plan

On 06 April 2016, awards over ordinary shares of 50p each in the Company were made under the Costain Group PLC 2014 Share Deferral Plan (the "Share Deferral Plan").

The awards granted under the Share Deferral Plan are structured as options with a nil exercise price over a number of shares (the "Awards"). No consideration was paid for the grant of the Awards.

Awards were made to the following Executive Directors:

The Awards will become exercisable on or around the second anniversary of the date of grant subject to the Rules of the Share Deferral Plan and the continued employment of the participants. To the extent that all or any part of the Awards become exercisable, they will remain exercisable until the day before the tenth anniversary of the date of grant provided the individual remains an employee or officer of the Company.

(B) Costain Group PLC 2014 Long Term Incentive Plan

On 06 April 2016, awards under the Costain Group PLC 2014 Long Term Incentive Plan (the "LTIP") were made over ordinary shares of 50p each in the Company in the form of nil-cost options (the "Awards").

No consideration was paid for the grant of the Awards.

The vesting of the Awards is subject to the satisfaction of certain performance conditions. The Annual Report 2015 included proposed performance conditions. The performance conditions have now been finalised by the Remuneration Committee of the Company and are as follows: an EPS target of 91.7p (for 15% vesting) and 101.7p (for 100% vesting), with vesting on a straight-line basis between the two. 50% of the Awards will normally vest three years after grant, subject to the satisfaction of performance conditions over the three year financial period ending 31 December 2018, whilst the remaining 50% of the Awards will normally vest on the fifth anniversary of the date of grant (with no further performance conditions required). The Awards will remain exercisable from the date of vesting of each half of the Awards until the day before the tenth anniversary of the date of grant provided the individual remains an employee or officer of the Company.

Awards were made to the following Executive Directors:

The Company was informed of the above transactions on 06 April 2016.

07 April 2016

Enquiries:

Costain Group PLC Tel: 01628 842444Tracey Wood

Company Secretary