Holding(s) in Company

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

Morgan Sindall Group plc

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

An acquisition or disposal of voting rights

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

x

Other (please specify):

3. Full name of person(s) subject to thenotification obligation: iii

Franklin Templeton Institutional, LLC

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

JP Morgan Chase Bank, N.A., London

Bank of New York, London

The Northern Trust Company, London

Mellon Bank, NA., London

State Street Bank and Trust Company, London

National Westminster Bank Plc

5. Date of the transaction and date onwhich the threshold is crossed orreached: v

28 November 2014

6. Date on which issuer notified:

1 December 2014

7. Threshold(s) that is/are crossed orreached: vi, vii

Below 15%

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

GB0008085614

6,495,381

6,495,381

6,490,859

14.74%

B: Qualifying Financial Instruments

Resulting situation after the triggering transaction

Type of financialinstrument

Expirationdate xiii

Exercise/Conversion Period 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

Exercise price

Expiration date xvii

Exercise/Conversion period xviii

Number of voting rights instrument refers to

% of voting rights xix, xx

Nominal

Delta

Total (A+B+C)

Number of voting rights

Percentage of voting rights

6,490,859

14.74%

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 ceaseto hold:

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

13. Additional information:

14. Contact name:

Lori A. Weber

Assistant Secretary

Franklin Resources Inc.

15. Contact telephone number:

+1- 954- 847- 2283