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Articles of Association Version B No. 395826 THE COMPANIES ACT 1929 AND THE COMPANIES ACT 1985 AND THE COMPANIES ACT 2006 COMPANY LIMITED BY SHARES Articles of Association Adopted by special resolution passed with effect from 7 May 1996 (as amended by special resolutions passed on 5 May 1999, 15 May 2003, 12 May 2005 and 15 May 2008 with effect from 1 October 2008) OF Balfour Beatty plc No. 395826 THE COMPANIES ACT 1929 AND THE COMPANIES ACT 1985 AND THE COMPANIES ACT 2006 COMPANY LIMITED BY SHARES ARTICLES OF ASSOCIATION Adopted by special resolution passed with effect from 7 May 1996 (as amended by special resolutions passed on 5 May 1999, 15 May 2003, 12 May 2005 and 15 May 2008 with effect from 1 October 2008) OF Balfour Beatty plc PRELIMINARY l. The regulations of Table A in The Companies (Tables A to F) Regulations 1985 (as amended from time to time) and in any Table A applicable to the Company under any former enactment relating to companies shall not apply to the Company. 2. In these Articles (if not inconsistent with the subject or context) the words and expressions set out in the first column below shall bear the meanings set opposite to them respectively: the Articles these Articles of Association as from time to time altered. Auditors the auditors for the time being of the Company. certificated share a share of the Company which is not an uncertificated share and references to a share being in certificated form shall be construed accordingly. in writing written or produced by any substitute for writing (including anything in electronic form) or partly one and partly another. London Stock the London Stock Exchange plc. Exchange A09246667/2.0/07 Apr 2008 Page 1 month calendar month. paid paid or credited as paid. registered office the registered office of the Company for the time being. the Regulations the Uncertificated Securities Regulations 2001. the relevant system the computer-based system, and procedures, which enable title to units of a security to be evidenced and transferred without a written instrument pursuant to the Regulations. seal the common seal of the Company. securities seal an official seal kept by the Company for sealing securities issued by the Company, or for sealing documents creating or evidencing securities so issued, as permitted by the Companies Acts. share warrants warrants in respect of fully paid up shares. Statutes the Companies Acts, the Regulations and every other enactment for the time being in force concerning companies and affecting the Company. transfer office the place where the register of members is kept for the time being. UK Listing Authority the Financial Services Authority acting in its capacity as the competent authority for official listing under Part VI of the Financial Services and Markets Act 2000. uncertificated share a share of the Company to which Article 18 applies and references to a share being in uncertificated form shall be construed accordingly. the United Kingdom Great Britain and Northern Ireland. year calendar year. The expression address shall include any number or address (including, in the case of any Uncertificated Proxy Instruction permitted under Article 83, an identification number of a participant in the relevant system) used for the purposes of sending or receiving notices, documents or information by electronic means and/or by means of a website. The expression Companies Acts shall have the meaning given thereto by Section 2 of the Companies Act 2006 but shall only extend to provisions which are in force at the relevant date. A09246667/2.0/07 Apr 2008 Page 2 The expression Company Communications Provisions shall have the same meaning as in the Companies Acts. The expressions debenture and debenture holder shall respectively include debenture stock and debenture stockholder. The expression Director shall include all the directors of the Company. The expressions hard copy form, electronic form and electronic means shall have the same respective meanings as in the Company Communications Provisions. The expression officer shall include a Director, manager and the Secretary, but shall not include an auditor. The expressions recognised clearing house and recognised investment exchange shall mean any clearing house or investment exchange (as the case may be) granted recognition under the Financial Services and Markets Act 2000. The expression Secretary shall include any person appointed by the Directors to perform any of the duties of the Secretary or any person acting as temporary, Assistant or Deputy Secretary and, where two or more persons are appointed to act as Joint Secretaries, shall include any one of those persons. All such of the provisions of these Articles (other than those relating to share warrants) as are applicable to paid up shares shall apply to stock and the words share and shareholder shall be construed accordingly. The expression shareholders’ meeting shall include both a general meeting and a meeting of the holders of any class of shares of the Company. The expression general meeting shall include any general meeting of the Company, including any general meeting held as the Company’s annual general meeting in accordance with section 336 of the Companies Act 2006 (annual general meeting). Words denoting the singular shall include the plural and vice versa. Words denoting the masculine shall include the feminine. Words denoting persons shall include bodies corporate and unincorporated associations. Except as provided above any words or expressions defined in the Companies Acts or the Regulations shall (if not inconsistent with the subject or context) bear the same meaning in these Articles. A special resolution shall be effective for any purpose for which an ordinary resolution is expressed to be required under any provision of these Articles. Headings and marginal notes are inserted for convenience only and shall not affect the construction of these Articles. References to any statute or statutory provision shall be construed as relating to any statutory modification or re-enactment thereof for the time being in force (whether coming into force before or after the incorporation of the Company). A09246667/2.0/07 Apr 2008 Page 3 Except where the context otherwise requires, any reference to issued shares of any class (whether of the Company or of any other company) shall not include any shares of that class held as treasury shares. SHARE CAPITAL Rights attaching 3.(A) The share capital of the Company is £248,271,107 divided into 177,110,700 to Convertible Preference cumulative convertible redeemable preference shares of 1p each (Convertible Shares Preference Shares) and 493,000,000 ordinary shares of 50p each (ordinary shares). (B) The rights attaching to the Convertible Preference Shares and the limitations and restrictions to which they are subject shall be as follows: (1) Definitions For the purposes of this Article 3.(B) (if not inconsistent with the subject or context) the following definitions shall apply: business day means a day on which the London Stock Exchange is open for dealings in securities; Capital Distribution means any dividend or distribution in cash or any distribution in specie (whether on a reduction of capital or otherwise) charged or provided for in the accounts of the Company for any period (whenever paid or made or however described) but excluding any distribution in specie made in lieu of a dividend or distribution in cash not constituting a Capital Distribution within the meaning of this definition save to the extent that the value of such distribution in specie exceeds the amount of such dividend or distribution in cash or any reduction of any uncalled liability on capital unless: (a) and to the extent that it does not exceed the aggregate profits attributable to the holders of ordinary shares after deducting minority interests and preference dividends and after extraordinary items (and, for the avoidance of doubt, excluding any amount arising as a result of any reduction of share capital, share premium account or capital redemption reserve) for all periods after 31 December, 1988 as calculated by reference to the audited consolidated profit and loss accounts for such periods of the Company and its subsidiaries or, as the case may be, its subsidiary undertakings required to be consolidated; and/or (b) (to the extent that (a) above does not apply) the rate of that dividend or distribution, together with all other dividends or distributions on the class of capital in question charged or provided for in the accounts of the Company for that period, does not exceed the average aggregate rate of dividend or distribution on such class of capital charged or provided for in the accounts of the Company for the last three periods preceding the period in question. In computing such rates the value of distributions in specie shall be taken into account and such adjustments as are in the opinion of the auditors of the A09246667/2.0/07 Apr 2008 Page 4 Company for the time being appropriate to the circumstances shall be made; or (c) it comprises a purchase or redemption of share capital of the Company, provided, in the case of a purchase of ordinary shares by the Company, that the average price (before expenses) in any one day in respect of such purchases does not exceed the opening price of the ordinary shares on the London Stock Exchange at the opening of business on that day, or, if that day is not a business day, the immediately preceding business day, by more than 5 per cent.; Conversion Date has the meaning ascribed to it in paragraph (B)(5)(b); Conversion Notice has the meaning ascribed to it in paragraph (B)(5)(d); Conversion Price has the meaning ascribed to it in paragraph (B)(5)(c); Current Market Price in respect of an ordinary share at a particular date, means the average of the mean of the quotations published in the Daily Official List of the London Stock Exchange for one ordinary share for the five consecutive business days ending on the business day immediately preceding such date.
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