Holding(s) in Company

TR-1: Notifications of Major Interests in Shares

1: Identity of the issuer or the underlying issuer of existing shares to which voting rights are attached:

Morgan Sindall Group plc

2: Reason for notification (yes/no)

An acquisition or disposal of voting rights

Yes

An acquisition or disposal of qualifying financial instruments which may result in the acquisition of shares already issued to which voting rights are attached

An acquisition or disposal of instruments with similar economic effect to qualifying financial instruments

An event changing the breakdown of voting rights

Other (please specify):

3. Full name of person(s) subject to the notification obligation:

Franklin Templeton Institutional, LLC

4. Full name of shareholder(s) (if different from 3.):

JPMorgan Chase Bank, N.A., London

Bank of New York, London

The Northern Trust Company, London

State Street Bank and Trust Company, London

National Westminster Bank Plc, London

5. Date of the transaction (and date on which the threshold is crossed or reached):

6 December 2016

6. Date on which issuer notified:

7 December 2016

7. Threshold(s) that is/are crossed or reached:

Below 13%

8: Notified Details

A: Voting rights attached to shares

Class/type of share If possible use ISIN code

GB0008085614

Situation previous to the triggering transaction

Number of shares

Number of voting rights

6,244,165

6,244,165

Resulting situation after the triggering transaction

Number of shares

Number of voting rights

Percentage ofvoting rights

Direct

Indirect

Direct

Indirect

5,687,393

5,687,393

12.72%

B: Qualifying Financial Instruments

Resulting situation after the triggering transaction

Type of financial instrument

Expiration date

Exercise/ conversion period/date

No. of voting rights that may be acquired(if the instrument exercised/converted)

Percentage of voting rights

N/A

C: Financial Instruments with similar economic effect to Qualifying Financial Instruments

Resulting situation after the triggering transaction

Type of financialinstrument

Exerciseprice

Expirationdate

Exercise/Conversionperiod

Number of voting rights instrumentrefers to

% of voting rights

 N/A

Nominal

Delta

Total (A+B+C)

Number of voting rights

Percentage of voting rights

5,687,393

12.72%

9. Chain of controlled undertakings through which the voting rights and/or thefinancial instruments are effectively held, if applicable:

N/A

Proxy Voting:

10. Name of the proxy holder:

N/A

11. Number of voting rights proxy holder will cease to hold:

N/A

12. Date on which proxy holder will cease to hold voting rights:

N/A

13. Additional information:

14. Contact name:

Clare Sheridan, Company Secretary

15. Contact telephone number:

020 7307 9200