Costain Group PLC

6 April 2022

Grant of Share Plan Awards

Costain announces the following grants of share awards to Alex Vaughan, chief executive officer, and Helen Willis, chief financial officer.

A.  SHARE DEFERRAL PLAN AWARDS

On 6 April 2022, awards have been made under the Costain Group PLC 2014 Share Deferral Plan (the "Share Deferral Plan") over ordinary shares of 50p each in the Company in the form of options with a nil exercise price (the "SDP Awards"). An SDP Award was granted to Alex Vaughan over 597,836 shares and Helen Willis over 496,473 shares, each representing deferral into shares of 50% of their 2021 Annual Incentive Plan earned. No consideration was paid for the grant of the Awards.

The SDP Awards will normally become exercisable two years after grant subject to the Rules of the Share Deferral Plan. To the extent that all or any part of the SDP 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.

Under the Company's Share Ownership Guidelines, shares subject to Share Deferral Plan awards count towards these Guidelines, on a net of assumed tax basis valued at the time of grant. Accordingly, the revised beneficial holdings of the Executive Directors are as follows:

B.  LONG TERM INCENTIVE PLAN AWARDS

Also on 6 April 2022, awards have been made under the Costain Group PLC 2014 Long Term Incentive Plan (the "LTIP") over ordinary shares of 50p each in the Company in the form of options with a nil exercise price (the "LTIP Awards"). An LTIP Award was granted to Alex Vaughan over 1,124,685 shares and to Helen Willis over 934,005 shares, each representing 100% of salary. No consideration was paid for the grant of the Awards. 

The Awards will normally vest three years after grant, subject to the satisfaction of performance conditions, but will not normally be released (so that they can be exercised) until the fifth anniversary of the date of grant (with no further performance conditions required after vesting).

The vesting of the Awards is subject to the satisfaction of performance conditions assessed over the three financial years ending 31 December 2024. The Company's 2021 Directors' Remuneration Report included proposed performance conditions which have now been finalised by the Remuneration Committee of the Company and are unchanged as follows:

(a)        a three year aggregate EPS target (relating to two thirds of the Awards) of 27.5p (for 15% vesting) and 33.7p (for 100% vesting), with vesting on a straight-line basis between the two; and

(b)        a three year average cash conversion target (relating to one third of the Awards) of 80% (for 15% vesting) and 100% (for 100% vesting), with vesting on a straight-line basis between the two.

The Remuneration Committee may reduce the extent to which the LTIP Awards vest if the Committee considers that any of the value at vesting represents a "windfall gain", taking into account such factors as the Committee determines.

The Notification of Dealing Forms for both the Share Deferral Plan and the LTIP, set out further below, are provided in accordance with the requirements of the Market Abuse Regulation.

Enquiries

Investors and analysts

Louise Bryant, Costain                                                            +44 7813 210 809

Financial media

Tim Rowntree, MHP                                                               +44 203 128 8771

Peter Hewer, MHP                                                                 Costain@mhpc.com

Notification of Dealing Forms