Proposals Completed and TVR

For immediate release 24 February 2012

ASSOCIATED BRITISH ENGINEERING PLC ("the Company")

Admission of New Ordinary Shares and Cancellation of Preference Shares

Total voting rights

Further to the Proposals and Expected Timetable of Principal Events as set out in a circular to Shareholders dated 11 January 2012, the Company reports that the Preference Shares have been cancelled . In addition, dealings have commenced in the 735,563 new ordinary shares of 2.5p each ("New Ordinary Shares") issued under the Open Offer and in settlement of the 7% Preference Shares' arrears of dividend together with the 1,313,427 New Ordinary Shares arising from the Sub Division.

Accordingly, as at the date of this announcement, the Company's issued share capital consists of 2,048,990 Ordinary Shares with a nominal value of 2.5p each, with voting rights ("Ordinary Shares"). The Company does not hold any Ordinary Shares in Treasury. Therefore the total number of Ordinary Shares in the Company with voting rights is 2,048,990.

The Company's issued share capital consists of 2,048,990Ordinary Shares and this number should be used by shareholders in the Company as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the share capital of the Company under the Financial Service Authority's Disclosure and Transparency Rules.

Contact:

Colin Weinberg, Associated British Engineering PLC 0043 664 885 019 800

David Brown, Associated British Engineering PLC 0044 781 418603

Roland Cornish/Felicity Geidt, Beaumont Cornish Limited 0207 628 3396