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:

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:

Franklin Templeton Institutional, LLC

4. Full name of shareholder(s)

(if different from 3.):

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

2 August 2017

6. Date on which issuer notified:

3 August 2017

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

reached:

Below 5%

8. Notified details:

A: Voting rights attached to shares

Class/type ofshares

if possible usingthe ISIN CODE

Situation previous to the triggering transaction

Resulting situation after the triggering transaction

Numberof Shares

Numberof VotingRights

Numberof shares

Number of votingrights

% of voting rights

Direct

Direct

Indirect

Direct

Indirect

ORD GBP.05

4,466,523

4,466,523

2,220,470

4.97%

GB0008085614

B: Qualifying Financial Instruments

Resulting situation after the triggering transaction

Type of financialinstrument

Expirationdate

Exercise/ConversionPeriod

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

Exercise/Conversionperiod

Number of votingrights instrumentrefers to

% of voting rights

Nominal

Delta

Total (A+B+C)

Number of voting rights

Percentage of voting rights

2,220,470

4.97%

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

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