Morgan Sindall Group Regulatory News (MGNS)

MORGAN SINDALL GROUP plc

(the "Company")

Notification of Transactions by Directors

The Morgan Sindall Executive Remuneration Plan 2005

Grant of conditional share awards

On 21 May 2012, directors of the Company were awarded conditional share awards over ordinary shares of 5p each in the capital of the Company ("shares") under the Morgan Sindall Executive Remuneration Plan 2005 ("the Plan").

Details of the directors and the number of shares under conditional share awards granted to them under the Plan are set out below:

Conditional share awards do not have an exercise price and will normally vest on 21 May 2015 being the third anniversary of the date of grant, subject to continued employment with the Company and the satisfaction of the performance condition. 50% of the awards will be based on an adjusted earnings per share performance condition and 50% will be based on a performance condition measuring the Company's total shareholder return compared with eight of its UK listed peers over a three year period. No consideration was paid for the grant of the awards.

Following the grant of the conditional share awards under the Plan these directors maintain the following beneficial interests in the issued share capital of the Company:

This notification relates to transactions notified in accordance with both Disclosure Rule 3.1.4R (1) (a) and Disclosure Rule 3.1.4R (1) (c).

Contact:

Clare Sheridan Tel: 020 7307 9200

Deputy Company Secretary

22 May 2012