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Scheme of arrangement

30th Jan 2006 12:17

Mowlem Plc30 January 2006 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN 30 January 2006 MOWLEM PLC - RECOMMENDED OFFER BY CARILLION PLC SHAREHOLDER APPROVAL Mowlem plc ("Mowlem") announces that, at a Court Meeting and an ExtraordinaryGeneral Meeting of Mowlem shareholders held earlier today to approve therecommended acquisition (the "Acquisition") of Mowlem by Carillion plc ("Carillion") to be effected by way of Scheme of Arrangement (the "Scheme"), allthe resolutions proposed received the support of Mowlem shareholders. At the Court Meeting, a majority in number of Mowlem shareholders who voted(either in person or by proxy), representing not less than 75 per cent. by valueof the votes cast, voted in favour of the resolution to approve the Scheme. Theresolution was accordingly passed. At the Extraordinary General Meeting, theresolution to approve the Scheme and provide for its implementation was alsopassed by the requisite majority. The votes cast for each resolution were as follows: COURT MEETING Resolution to approve the Scheme: FOR 99.65% AGAINST 0.35% EXTRAORDINARY GENERAL MEETING Special Resolution to approve the Scheme and provide for its implementation: FOR 90% AGAINST 10% Completion of the Acquisition remains subject to the satisfaction or, ifpermitted, waiver of the conditions to the Acquisition as set out in the Schemedocument dated 6 January 2006 and sent to Mowlem shareholders, including, interalia, the approval of the Irish Competition Authority and the sanction of theScheme by the High Court. It is expected that the Scheme will become effectiveon 23 February 2006. Copies of the resolutions passed at the Mowlem Court Meeting and EGM will besubmitted to the Financial Services Authority ("FSA") later today and willshortly thereafter be available for inspection by the public at the FSA'sDocument Viewing Facility which is situated at: Financial Services Authority, 25The North Colonnade, Canary Wharf, London E14 5HS (tel. +44 (0)20 7676 1000)during normal business hours on any weekday (except public holidays). Terms used in this announcement shall have the same meanings as set out in theScheme document dated 6 January 2006. Contact: Brian O'Neill telephone: 020 8568 9111 This information is provided by RNS The company news service from the London Stock Exchange

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