Holding(s) in Company

TR-1: NOTIFICATION OF MAJOR INTEREST IN SHARES

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

Morgan Sindall Group plc

2 Reason for the notification (please tick the appropriate box or boxes):

An acquisition or disposal of voting rights

X

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: iii

Franklin Templeton Institutional, LLC

4. Full name of shareholder(s)

(if different from 3.): iv

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: v

6 March 2017

6. Date on which issuer notified:

8 March 2017

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

reached: vi, vii

Below 12%

8. Notified details:

A: Voting rights attached to shares viii, ix

Class/type ofshares

if possible usingthe ISIN CODE

Situation previousto the triggeringtransaction

Resulting situation after the triggering transaction

NumberofShares

NumberofVotingRights

Numberof shares

Number of votingrights

% of voting rights x

Direct

Direct xi

Indirect xii

Direct

Indirect

ORD GBP.05

5,687,393

5,687,393

5,274,493

11.80%

GB0008085614

B: Qualifying Financial Instruments

Resulting situation after the triggering transaction

Type of financialinstrument

Expirationdate xiii

Exercise/ConversionPeriod xiv

Number of votingrights that may beacquired if theinstrument isexercised/ converted.

% of votingrights

C: Financial Instruments with similar economic effect to Qualifying Financial Instruments xv, xvi

Resulting situation after the triggering transaction

Type of financialinstrument

Exerciseprice

Expirationdate xvii

Exercise/Conversionperiod xviii

Number of votingrights instrumentrefers to

% of voting rights xix, xx

Nominal

Delta

Total (A+B+C)

Number of voting rights

Percentage of voting rights

5,274,493

11.80%

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

Proxy Voting:

10. Name of the proxy holder:

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

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

13. Additional information:

14. Contact name:

Clare Sheridan, Company Secretary

15. Contact telephone number:

020 7307 9200