Technical index. Strategic report Governance Financial statements Additional information

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1 Technical index Item Page Annual General Meeting 71 Auditors: Audit fee 89 Non-audit fees 49, 50, 89 Independence 49 Appointment/audit tendering 50 Audit Committee membership 48 Audit Committee report 48 Board evaluation 44 The Board 38, 39 Business Integrity Committee 47 Business model 14, 15 Chairman s statement 4,5 Chairman s statement (Governance) 37 Construction services (excluding the Middle East) 3, 32 Corporate Governance report 41 Directors report 69 Directors share interests 59 Diversity 7, 17, 42 Dividends 33, 69, 92 Employees 7, 14, 17 Ethics and Business Integrity Policy 47 Five-year review 124, 125 Geographical analysis 10, 11, 12, 13, 88 Going concern 36 Greenhouse Gas emissions 19 Group Chief Executive s review 6 Health & Safety 8 Human rights 17 Key Performance Indicators 7, 8, 9 Market review 10 Middle East construction services 3, 31 Nominations Committee 46 Performance and financial review 27 Political donations 71 Principal subsidiaries and Joint Ventures 115 Public Private Partnership projects 2, 30 Resources 14 Remuneration Committee membership and meetings 61 Item Page Remuneration Report: Advisers 61 Group Chief Executive s remuneration, percentage change in 60 Loss of office payments 59, 67 Payments to past Directors 59 Pensions 55, 59, 62 Policy for new appointments 66 Remuneration Committee Chairman s letter 52 Statement of Directors shareholding and share interests 59 Statement of implementation of Remuneration Policy/remuneration philosophy 54, 62 Statement of shareholder voting 61 Service contracts 67 Single figure of remuneration for each Director 54 Risk management/principal risks 15, 20, 21 Shareholder engagement 45 Statement of compliance (Governance) 37 Statement of Directors responsibilities 72 Strategic report 6 Support services 2, 29 Sustainability review 16 Total shareholder return 35, 60 Values 7, 40 Strategic report Governance Financial statements Additional information Carillion plc Annual Report and Accounts

2 Five-year review Group income statement Total revenue 4, , , , ,139.0 Analysed between: Support services 2, , , , ,108.6 Public Private Partnership projects Middle East construction services Construction services (excluding the Middle East) 1, , , , ,225.5 Underlying Group and joint ventures operating profit before intangible amortisation arising from business combinations, non-recurring operating items and joint ventures net financial expense and taxation Analysed between: Support services Public Private Partnership projects Middle East construction services Construction services (excluding the Middle East) Group eliminations and unallocated items (11.0) (11.2) (10.5) (12.0) (11.4) Share of joint ventures net financial expense (6.4) (10.1) (16.0) (18.8) (13.9) Share of joint ventures taxation (2.7) (4.4) (1.7) (3.5) (4.7) Underlying profit from operations before intangible amortisation arising from business combinations and non-recurring operating items Underlying Group net financial expense (44.0) (39.6) (27.9) (18.6) (20.2) Underlying profit before tax Intangible amortisation arising from business combinations (16.8) (19.2) (31.4) (31.0) (27.6) Non-recurring operating items (44.2) (2.6) (42.8) (9.4) Non-operating items (9.9) (0.7) (1.2) (6.9) Fair value movements in derivative financial instruments (3.6) Profit before taxation Taxation (15.1) (4.3) (9.9) (10.6) Profit for the year Group financial statistics Underlying operating profit margin Support services Percentage Middle East construction services Percentage Construction services (excluding the Middle East) Percentage Underlying operating profit margin Total Group before share of joint ventures net financial expense and taxation Percentage Underlying profit from operations margin Total Group Percentage Carillion plc Annual Report and Accounts 2014

3 Group balance sheet Property, plant and equipment Intangible assets 1, , , , ,221.2 Investments , , , , ,555.1 Inventories, receivables and payables (351.6) (327.6) (456.7) (607.4) (613.8) Net retirement benefit liability (net of deferred tax) (406.2) (295.1) (269.9) (229.3) (182.1) Other net liabilities (62.0) (18.8) (7.2) (22.8) (14.2) Net operating assets 1, , , , Net (borrowing)/cash (177.3) (215.2) (155.8) (50.7) Net assets , Group cash flow statement Underlying Group operating profit Depreciation and other non-cash items Working capital 31.1 (66.4) (136.2) Dividends received from joint ventures Underlying cash flow from operations Deficit pension contributions (46.0) (39.2) (30.2) (36.2) (35.2) Rationalisation costs (11.5) (22.0) (28.6) (34.4) (15.6) Interest, tax and dividends (107.7) (90.9) (87.2) (77.1) (65.9) Net capital (expenditure)/income (22.4) (27.2) (15.6) 4.6 (15.3) Acquisitions and disposals (34.5) (28.6) (32.6) (276.6) (28.6) Other 1.4 (12.4) (8.8) (6.7) (5.6) Change in net liquidity 37.9 (59.4) (105.1) (170.9) 95.3 Net (borrowing)/cash at 1 January (215.2) (155.8) (50.7) Net (borrowing)/cash at 31 December (177.3) (215.2) (155.8) (50.7) Group financial statistics Earnings per share Underlying earnings per share Pence Basic earnings per share Pence Dividends Proposed full-year dividend per share Pence Underlying proposed dividend cover Times Basic proposed dividend cover Times Strategic report Governance Financial statements Additional information Carillion plc Annual Report and Accounts

4 Board of Directors and Advisers Non-Executive Directors (3) (4) (5) Philip Green (Chairman) Steve Mogford (Senior Independent Non-Executive Director) Andrew Dougal Alison Horner Ceri Powell Executive Directors Richard Howson (Group Chief Executive) Richard Adam (Group Finance Director) (1) Member of the Audit Committee (2) Member of the Remuneration Committee (3) Member of the Nominations Committee (4) Member of the Business Integrity Committee (5) Member of the Sustainability Committee Secretary and Registered Office Richard Tapp Carillion House 84 Salop Street Wolverhampton WV3 0SR United Kingdom T +44 (0) (3) (5) Auditor KPMG LLP One Snowhill Snow Hill Queensway Birmingham B4 6GH Banker National Westminster Bank plc 16 South Parade Nottingham NG1 2JX Joint Brokers Morgan Stanley 25 Cabot Square Canary Wharf E14 4QA Stifel Nicolaus Europe Ltd 150 Cheapside EC2V 6ET Financial Adviser Lazard 50 Stratton Street W1J 8LL Legal Adviser Slaughter and May One Bunhill Row EC1Y 8YY Share Registrar Equiniti Aspect House Lancing West Sussex BN99 6DA 126 Carillion plc Annual Report and Accounts 2014

5 Shareholder information Dividends Dividends are normally paid twice a year. The proposed final dividend in respect of the year to 31 December 2014 will be payable on 12 June 2015 to those shareholders on the register on 15 May A dividend reinvestment plan (DRIP) will also be offered. For those shareholders who prefer not to participate in the DRIP, arrangements can be made to pay your dividends automatically into your bank or building society account. This service has a number of benefits: > > there is no chance of the dividend cheque going missing in the post > > the dividend payment is received more quickly as the cash is paid directly into your account on the payment date without the need to wait for the cheque to clear; and > > you will help Carillion to improve its efficiency by reducing printing and cheque clearing costs. If you wish to register for this service please call Equiniti on the number detailed below to request a dividend mandate form. Results Half year to 30 June 2015: announced August Full year to 31 December 2015: announced March Shareholder enquiries Equiniti maintain the share register of the Company. If you have any queries concerning your shareholding, or if any of your details change, please contact Equiniti: Equiniti Aspect House Lancing West Sussex BN99 6DA Telephone (1) Textphone for shareholders with hearing difficulties Non-UK callers should dial +44(0) Lines are open 8.30am to 5.30pm, Monday to Friday. (1) Calls to this number cost eight pence per minute plus network extras. Share dealing service Carillion offers its UK shareholders, Shareview Dealing, a telephone and internet share dealing service operated by Equiniti. For telephone Warning to shareholders boiler room scam Carillion is aware that shareholders have received unsolicited telephone calls from fraudulent organisations offering to buy Carillion plc shares at a substantial premium to the prevailing market price. These calls are usually from overseas organisations targeting UK shareholders. These operations are commonly known as boiler room scams and the brokers who call shareholders can be extremely persuasive and persistent. Boiler room scams usually come out of the blue, with most fraudsters cold-calling investors after taking their details from publicly available shareholder lists, but the high-pressure sales tactics can also come by other means such as or post. The scam is designed to sound attractive, but typically at some point in the process the perpetrator usually asks for money in advance of concluding the main transaction, for example by way of a pre-payment or vendor bond. The transaction is never concluded, and the shareholder loses the money. purchases and sales call between 8.30am and 4.30pm, Monday to Friday, or log on to For the sale of shares, you will need your shareholder reference number as shown on your share certificate. Multiple accounts on the shareholder register If you have received two or more sets of the documents concerning the Annual General Meeting this means that there is more than one account in your name on the shareholder register, perhaps because either your name or your address appear on each account in a slightly different way. If you think this might be the case and would like to combine your accounts, please contact Equiniti. Shareview (electronic communications) is a service offered by Equiniti that enables you to check your holdings in many UK companies and helps you to organise your investments electronically. You can also notify Equiniti of a change of address or a change to dividend mandate instructions. You can register for this portfolio service which is easy to use, secure and free as long as you have access to the internet by logging on to and following a simple registration process. Electronic proxy appointments For the AGM to be held on 6 May 2015, you may, if you wish, register the appointment of a proxy electronically by logging on to the website You will need your voting reference numbers (the three eight-digit numbers shown on your form of proxy). Alternatively, if you have registered for a Shareview portfolio, log on to your portfolio at and click on the link vote under your Carillion plc details, then follow the on-screen directions. Please note that any electronic communication that is found to contain a computer virus will not be accepted. ShareGift Small parcels of shares, which may be uneconomic to sell on their own, can be donated to ShareGift the share donation charity (Registered Charity number ). ShareGift transfers these holdings into their name, aggregates them, and uses the proceeds to support a wide range of UK registered charities based on donor suggestion. They can also accept larger donations of shares. If you would like further details about ShareGift, please visit help@sharegift.org or telephone them on If you receive an unsolicited investment approach you should: > > confirm the correct names of the person calling and the organisation they represent; > > check that they are an authorised firm with the Financial Conduct Authority (FCA) by calling or by visiting and contact the firm using the details on the register; > > report the matter to the FCA by calling or by visiting > > if the calls persist, hang up. Please be aware that fraudsters will often use the name of a legitimate organisation or organisations, sometimes in combination with others so that the organisation may sound familiar to you. They may have also created a scam website, so simply checking that an organisation appears to have a presence on the web is not a guarantee that you are dealing with a legitimate organisation. Strategic report Governance Financial statements Additional information If you deal with an unauthorised firm, you will not be eligible to receive payment under the Financial Services Compensation Scheme. If you have already paid money to share fraudsters, you should contact Action Fraud on Carillion plc Annual Report and Accounts

Carillion online Carillion s comprehensive website gives you fast, direct access to a wide range of Company information > > Downloadable Annual Report and Accounts > > Latest investor news and press

6 Carillion online Carillion s comprehensive website gives you fast, direct access to a wide range of Company information > > Downloadable Annual Report and Accounts > > Latest investor news and press releases > > Our capabilities > > Our markets > > Sustainability > > News and media To find out more go to LinkedIn Search Carillion Facebook Search Carillion Flickr flickr.com/photos/carillionplc/ YouTube youtube.com/user/carillionplclatest 128 Carillion plc Annual Report and Accounts 2014

(Incorporated and registered in England and Wales under number ) Notice of 2018 Annual General Meeting and accompanying notes

Beazley plc (Incorporated and registered in England and Wales under number 9763575) Notice of 2018 Annual General Meeting and accompanying notes THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.