Long Term Incentive Plan

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

Costain Group 2014 Long Term Incentive Plan

This notification is made in accordance with DTR 3.1.4(1).

The Company announces details of Awards in the form of nil-cost options over ordinary shares in the Company of 50p each made on 07 May 2014 under the Costain Group 2014 Long Term Incentive Plan (LTIP). No consideration was paid for the grant of the Awards.

The vesting of the Awards is subject to the satisfaction of performance conditions set by the Remuneration Committee of the Company. Following the successful capital raising undertaken by the Company earlier this year, the EPS targets have been adjusted to 83.9p (for 15% vesting) and 92.9p (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 2016, 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 07 May 2014.

08 May 2014

Enquiries: