Balfour Beatty : 2024 Notice of AGM

Annual General Meeting 2024

This document is important and requires your immediate attention, so please read it straight away.

If you are in any doubt as to any aspect of the proposals referred to in this document or as to the action you should take, you should consult your stockbroker, bank manager, solicitor, accountant or other professional adviser authorised under the Financial Services and Markets Act 2000. If you have sold or transferred your shares in Balfour Beatty plc, please send this circular (but not the accompanying personalised Form of Proxy) to the person who sold or transferred the shares for you so they can be passed on to the person who now owns the shares.

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Letter from the Group Chair

Dear Shareholder

I am pleased to send you details of the Annual General Meeting (AGM) of Balfour Beatty plc (Balfour Beatty or the Company), which will be held at 10:00am on Thursday 9 May 2024 at The Curve Building, Axis Business Park, Langley, Berkshire SL3 8AG.

The AGM is an important event in the Balfour Beatty calendar and provides the opportunity to update you on performance for the financial year, as well as offering you the opportunity to ask questions and vote on the items of business.

Each Chair of the Board's Audit and Risk, Nomination, Remuneration and Safety and Sustainability Committees will be available at the AGM to answer any questions arising from the work of those Committees.

The formal Notice of the AGM is set out on pages 3 and 4.

Directors

Following the financial year end there have been a number of Board changes. I would like to welcome both Robert MacLeod and Gabrielle (Gabby) Costigan MBE to the Board. Robert and Gabby joined us on 8 March 2024 and bring with them a wealth of external experience which will enhance the Board's knowledge base. Both Robert and Gabby will put themselves up for election for the first time this year, in line with the UK Corporate Governance Code.

Both Dr Stephen Billingham CBE and Stuart Doughty CMG will be stepping down from the Board at the conclusion of the AGM having served around nine years as non-executive Directors of the Company. I would like to take this opportunity to thank both Stephen and Stuart for their valued service to the Board throughout their tenure.

Following the AGM and if elected, Robert MacLeod will be appointed as the Chair of the Audit and Risk Committee, Gabby Costigan MBE will be appointed as the Chair of the Safety and Sustainability Committee, and Anne Drinkwater will be appointed as the Company's Senior Independent non-executive Director.

The business we will consider at the AGM

The AGM will cover standard matters that are dealt with at every AGM (Resolutions 1 to 14). Resolutions 15 to 19 are similar to those which shareholders have passed in previous years.

Each one of the 19 resolutions that we are asking you to vote on is written in a formal way to make it legally valid. To make things clearer, we have set out explanatory notes to the resolutions, which immediately follow the notes to the Notice of AGM. I shall invite questions from shareholders present at the AGM; however, you are encouraged to submit questions in advance of the meeting. Any questions may be sent by post to the Company Secretary at the Company's Registered Office or by email to [e-mail]. Notices of termination of proxy appointment, or requests for additional Forms of Proxy, should not be sent to this email address. Any queries following the AGM can continue to be submitted to: [e-mail].

What to do next

If you hold ordinary shares in Balfour Beatty, you are entitled to vote on the resolutions and attend the AGM. It is important for the good governance of the Company that all holders of ordinary shares, regardless of the number of shares that they own, exercise their right to vote even if they cannot attend the meeting.

As many shareholders may be unable to attend the meeting in person, voting on resolutions at the AGM will be by way of a poll and not by a show of hands. A poll is the fairest way of ensuring the wishes of shareholders are properly reflected at the annual general meeting as it records the decision of all shareholders who have voted by proxy, and those who attend the meeting in person, based on the number of shares they hold. The results will be published on the Company's website as soon as practicable after the meeting.

If you cannot attend the meeting in person, you can nominate someone else to attend the meeting and vote for you, or you can nominate the meeting Chair to vote on your behalf. For your proxy appointment to be effective, you need to complete and return a Form of Proxy or register your proxy appointment and voting instructions with our Registrar online by 10:00am on Tuesday 7 May 2024. I am grateful to the many shareholders who have lodged proxy votes

in the past.

There is more information on what you need to do if you want to appoint a proxy on pages 5, 10 and 11. If you complete and return the Form of Proxy or register your proxy appointment and voting instructions over the internet, you can still attend the AGM and vote instead of your proxy.

Recommendation

Your Directors believe that all the proposed resolutions to be considered at the AGM are in the best interests of Balfour Beatty and its shareholders as a whole. Your Directors unanimously recommend that you vote in favour of the proposed resolutions as they intend to do in respect of their own beneficial shareholdings.

Yours sincerely

Charles Allen, Lord Allen of Kensington, CBE

Non-Executive Group Chair 3 April 2024

Balfour Beatty plc

Registered Office: 5 Churchill Place, Canary Wharf, London E14 5HU Registered in England and Wales under Company Number 00395826

2 Balfour Beatty Notice of 2024 AGM

Notice of Annual General Meeting

Notice is hereby given that the 79th Annual General Meeting (AGM) of Balfour Beatty plc (the Company) will be held at The Curve Building, Axis Business Park, Langley, Berkshire SL3 8AG, on Thursday 9 May 2024 at 10:00am for the following purposes.

Resolutions 17 to 19 (inclusive) will be proposed as special resolutions. All other resolutions will be proposed as ordinary resolutions.

Ordinary Business

1. To receive the audited accounts for the financial year ended 31 December 2023, together with the Strategic report, Directors' report and Auditor's report on those accounts.
2. To approve the Directors' remuneration report (other than the Directors' Remuneration Policy) for the year ended 31 December 2023.
3. To declare a final dividend of 8.0p per share on the ordinary shares of the Company.
4. To re-elect Mr C L Allen, Lord Allen of Kensington CBE, as a Director.
5. To elect Ms G Costigan MBE as a Director.
6. To re-elect Ms A Drinkwater as a Director.
7. To re-elect Ms L J Hardy as a Director.
8. To re-elect Mr P J Harrison as a Director.
9. To re-elect Mr M A Lucki as a Director.
10. To elect Mr R J MacLeod as a Director.
11. To re-elect Ms B J Moorhouse as a Director.
12. To re-elect Mr L M Quinn as a Director.
13. To reappoint KPMG LLP as auditor of the Company to hold office until the conclusion of the next general meeting at which accounts are laid.
14. To authorise the Directors to determine the remuneration of the auditor.

Special Business

15. To consider and, if thought fit, pass as an ordinary resolution: THAT:

1. the Company is, and all companies that are, at any time during the period for which this resolution has effect, subsidiaries of the Company as defined in the Companies Act 2006 (the 2006 Act), are authorised, for the purposes of Part 14 of the 2006 Act at any time during the period from the date of the passing of this resolution to the conclusion of the AGM in 2025, or on
   30 June 2025, whichever is the earlier:
2. 1. to make political donations to political parties and/ or independent election candidates not exceeding £25,000 in total;
   2. to make political donations to political organisations other than political parties not exceeding £25,000 in total; and
   3. to incur political expenditure not exceeding £25,000 in total,

provided that the aggregate amount of any such donations and expenditure shall not exceed £25,000;

1. all existing authorisations and approvals relating to political donations or expenditure are hereby revoked without prejudice to any donation made or expenditure incurred prior to the date hereof pursuant to such authorisation or approval; and
2. words and expressions defined for the purpose of Part 14 of the 2006 Act shall have the same meaning in this resolution.

16. To consider and, if thought fit, pass as an ordinary resolution: THAT:

1. the Directors be generally and unconditionally authorised pursuant to and in accordance with Section 551 of the
   2006 Act to exercise all the powers of the Company to allot shares, and to grant rights to subscribe for, or to convert any security into, shares, up to an aggregate nominal amount of £89,084,459.50, such authority to expire at the end of the AGM in 2025, or on 30 June 2025, whichever is the earlier; and
2. the Directors be generally and unconditionally authorised pursuant to and in accordance with Section 551 of the 2006 Act to exercise all the powers of the Company to allot shares or grant rights to subscribe for or to convert any security into shares up to a further nominal amount of £89,084,459.50 in connection with an offer by way of a pre-emptive offer, such authority to expire at the end of the AGM in 2025, or on 30 June 2025, whichever is the earlier,
   but so that the Company may make offers and enter into agreements during the period referred to in paragraphs (a) and
   (b) above which would, or might, require shares to be allotted or rights to subscribe for, or convert other securities into, shares to be granted after the authority ends.

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Notice of Annual General Meeting continued

For the purposes of this resolution, 'pre-emptive offer' means an offer of equity securities open for acceptance for a period fixed by the Directors to (a) holders (other than the Company) on the register on a record date fixed by the Directors of ordinary shares in proportion to their respective holdings and (b) other persons so entitled by virtue of the rights attaching to any other securities held by them, but subject in both cases to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to treasury shares, fractional entitlements, record dates or legal, regulatory or practical problems in, or under the laws of, any territory; and the nominal amount of any securities shall be taken to be, in the case of rights to subscribe for or convert any securities into shares of the Company, the nominal amount of such shares which may be allotted pursuant to such rights.

17. To consider and, if thought fit, pass as a special resolution:

THAT subject to the passing of Resolution 16, the Directors be empowered to allot equity securities (as defined in Section 560(1) of the 2006 Act) wholly for cash pursuant to the authority given by Resolution 16 above and to sell treasury shares wholly for cash, as if Section 561(1) of the 2006 Act did not apply to such allotment or sale, in each case:

1. in connection with a pre-emptive offer; and
2. otherwise in connection with a pre-emptive offer, up to an aggregate nominal amount of £27,207,380.10,

such authority to expire at the end of the AGM in 2025, or on

30 June 2025, whichever is the earlier, but so that the Company may make offers and enter into agreements during this period which would, or might, require equity securities to be allotted and treasury shares to be sold after the authority given by this resolution has expired.

For the purposes of this resolution, 'pre-emptive offer' has the same meaning as in Resolution 16.

1. To consider and, if thought fit, pass as a special resolution:
   THAT the Company be hereby generally and unconditionally authorised for the purposes of Section 701 of the 2006 Act to make market purchases (within the meaning of Section 693(4) of the 2006 Act) of ordinary shares of 50p each in the Company (ordinary shares) on such terms as the Directors think fit, and where such shares are held in treasury, the Company may, among other things, use them for the purpose of its employee share schemes provided that:
2. 1. the maximum number of ordinary shares hereby authorised to be purchased is 80,122,563;
   2. the maximum price, exclusive of expenses, which may be paid for a share is the higher of:
   3. 1. an amount equal to 105% of the average of the middle market quotations of an ordinary share (as derived from the London Stock Exchange Daily Official List) for the five business days immediately preceding the day on which such ordinary share is contracted to be purchased; and
      2. the higher of the price of the last independent trade and the highest current independent bid on the trading venues where the purchase is carried out;
   4. the minimum price, exclusive of expenses, which may be paid for a share is its nominal value; and
   5. this authority will expire, unless previously revoked or varied, at the end of the AGM in 2025, or on 30 June 2025, whichever is the earlier (except in relation to the purchase of shares the contract for which was concluded before the expiry of this authority and which will or may be executed wholly or partly after such expiry).
3. To consider and, if thought fit, pass as a special resolution:

THAT a general meeting of the Company, other than an Annual General Meeting, may be called on not less than 14 clear days' notice.

By Order of the Board

Tracey Wood

Group General Counsel and Company Secretary 3 April 2024

Registered Office: 5 Churchill Place, Canary Wharf, London E14 5HU Registered in England and Wales under Company Number 00395826

4 Balfour Beatty Notice of 2024 AGM

Notes to the Notice of Annual General Meeting

Notes:

1. As at 25 March 2024 (being the latest practicable date before the publication of this notice) the Company's issued ordinary share capital consisted of 544,147,602 ordinary shares of 50p each carrying one vote. As at 25 March 2024, 9,640,843 shares are held in Treasury with no voting rights attached. Therefore, the total ordinary voting rights in the Company as at 25 March 2024 is 534,506,759 ordinary shares.
2. Voting at the AGM will be by a poll rather than by a show of hands to allow voting representation from all shareholders.
   The Chair of the meeting will invite each shareholder and proxy present to complete a poll card indicating how they wish to cast their votes in respect of each resolution. Poll cards will be provided at the AGM and will be collected at the end of the AGM.
   Once the results have been verified by the Company's Registrar, they will be notified to the Financial Conduct Authority and published on the Company's website (www.balfourbeatty.com).
3. A holder of ordinary shares entitled to attend and vote at the AGM is entitled to appoint another person as their proxy to exercise all or any of their rights to attend and to speak and vote at the meeting. A shareholder may appoint more than one proxy in relation to the meeting, provided that each proxy is appointed to exercise the rights attached to a different share or shares held by that shareholder. A proxy need not be a member of the Company.
4. If you do not have a Form of Proxy and believe that you should have one, please contact the Company's Registrar on +44 (0)
   371 384 2703. Calls are charged at the standard geographic rate and will vary by provider. Calls outside the United Kingdom are charged at the applicable international rate. Lines are open between 8:30am and 5:30pm, Monday to Friday excluding public holidays in England and Wales.
5. The Company specifies that only those holders of ordinary shares registered on the Register of Members of the Company at close of business on Tuesday 7 May 2024 will be entitled to attend and/or vote at the meeting in respect of the number of shares registered in their name at that time. Changes to the entries
   on the relevant register of securities after close of business on Tuesday 7 May 2024 will be disregarded in determining the rights of any person to vote at the meeting (and any adjournment thereof).
6. Any person to whom this notice is sent who is a person nominated under Section 146 of the Companies Act 2006 (the 2006 Act) to enjoy information rights (a Nominated Person) may, under an agreement between them and the shareholder by whom they were nominated, have a right to be appointed (or to have someone else appointed) as a proxy for the meeting. If a Nominated Person has no such proxy appointment right or does not wish to exercise it, they may, under any such agreement, have a right to give instructions to the shareholder as to the exercise of voting rights.

1. The statement of the rights of shareholders in relation to the appointment of proxies in this notice does not apply to Nominated Persons. The rights described in Note (iii) can only be exercised by shareholders of the Company.
2. Any corporation which is a holder of ordinary shares can appoint one or more corporate representatives who may exercise on its behalf all of its powers as a member provided that they do not do so in relation to the same shares.
3. Any holder of ordinary shares attending the meeting has the right to ask questions. The Company must cause to be answered any such question relating to the business being dealt with at the meeting but no such answer need be given if:
4. 1. to do so would interfere unduly with the preparation for the meeting or involve the disclosure of confidential information;
   2. the answer has already been given on the Company's website in the form of an answer to a question; or
   3. it is undesirable in the interests of the Company or the good order of the meeting that the question be answered.
5. Under Section 527 of the 2006 Act shareholders that meet the threshold requirements set out in that section have the right to require the Company to publish on a website a statement setting out any matter relating to:
6. 1. the audit of the Company's accounts (including the Auditor's report and the conduct of the audit) that are to be laid before the meeting; or
   2. any circumstance connected with an auditor of the Company ceasing to hold office since the previous meeting at which annual accounts and reports were laid in accordance with Section 437 of the 2006 Act.

The Company may not require the members requesting any such website publication to pay its expenses in complying with Sections 527 or 528 of the 2006 Act. Where the Company is required to place a statement on a website under Section 527 of the 2006 Act, it must forward the statement to the Company's auditor not later than the time when it makes the statement available on the website. The business which may be dealt with at the meeting includes any statement that the Company has been required to publish on a website under Section 527 of the 2006 Act.

A request must be received by the Company not later than 2 May 2024, being the date one week before the AGM.

1. Copies of Directors' service contracts and letters of appointment and the Articles of Association of the Company are available
   for inspection at One Silk Street, London, EC2Y 8HQ, United Kingdom, during normal business hours on any weekday (Saturdays, Sundays and UK public holidays excepted).
2. You may not use any electronic address provided in this notice or in any related documents (including the Form of Proxy) to communicate with the Company for any purposes other than those expressly stated.
3. A copy of this notice and other information required by Section 311A of the 2006 Act can be found at www.balfourbeatty.com.

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Explanatory notes to the business of the AGM

We will be holding our AGM on Thursday 9 May 2024 at The Curve Building, Axis Business Park, Langley, Berkshire SL3 8AG. The meeting will start at 10:00am and the formal notice of the meeting is set out on pages 3 and 4.

In these explanatory notes, the references to 25 March 2024 and to 30 June 2025 are to the latest practicable date prior to the publication of this circular and the latest date by which the Company must hold an AGM in 2025, respectively.

Resolutions 1 to 16

Resolutions 1 to 16 will be proposed as ordinary resolutions. For these resolutions to be passed, more than 50% of the votes cast must be in favour.

1. Directors' report and accounts

The Directors are required to present the annual accounts, Strategic report, Directors' report and Auditor's report on the accounts to the meeting for the year ended 31 December 2023. These are all contained in the Company's Annual Report and Accounts 2023 (the 2023 Annual Report).

2. Directors' remuneration report

The Company is required to seek shareholder approval of the Directors' remuneration report for the year ended 31 December

2023 on pages 152 to 168 of the 2023 Annual Report. The vote is advisory in nature and therefore no entitlement of any individual Director to remuneration, whether under a service contract or letter of appointment, is conditional on the passing of this resolution.

3. Dividend

Shareholders must approve the final dividend payable for each ordinary share held. However, the final dividend cannot exceed the amount recommended by the Directors, which is 8.0p for each ordinary share. If approved, the final dividend will be paid on 3 July 2024 to holders of ordinary shares who are on the Company's Register of Members on 17 May 2024. The proposed final dividend will bring the total dividend for 2023 to 11.5p per ordinary share. For 2022, the total dividend was 10.5p per ordinary share. Shares held in Treasury do not receive the dividend.

4 to 12. Election and re-election of Directors

Robert MacLeod and Gabrielle Costigan MBE will both stand for election at this year's AGM following their appointment to the Board on 8 March 2024. With the exception of Dr Stephen Billingham CBE and Stuart Doughty CMG who, as previously announced, will retire from the Board at the AGM and are therefore not being put forward for re-election, all other Directors, who are currently in office, will seek re-election at the AGM in accordance with the recommendations of the UK Corporate Governance Code.

Each of the Directors brings skills and experience which enhance the quality of debate in the boardroom and provide guidance in the Company's affairs. There are, however, specific areas where the non-executive Directors, in particular, bring a wealth of insight and, although not exhaustive, some of their most significant strengths are highlighted on page 121 of the 2023 Annual Report. The Directors believe that your Board continues to include an appropriate balance of skills, experience, independence and knowledge of the Company and retains the ability to provide effective leadership to the Group.

Following formal performance evaluations with all Board members carried out in the year, the Group Chair is satisfied that each of the non-executive Directors continues to be effective and demonstrates commitment to the role, including commitment of time for Board and Committee meetings. Accordingly, your Board believes that the election or re-election of each of the Directors is in the best interests of your Company.

For information about each of your Directors seeking re-election, please refer to pages 8 and 9 of this notice.

13 and 14. Independent auditor

The Company must appoint an auditor at every general meeting at which accounts are presented to shareholders. KPMG LLP has indicated its willingness to continue to act as the Company's auditor for another year until the conclusion of the next AGM at which accounts are laid before the Company. The Audit and Risk Committee has assessed the effectiveness, independence, objectivity, appropriate mindset and professional scepticism of the external auditor, KPMG, and concluded that the external auditor was in all respects effective. On the recommendation of the Audit and Risk Committee, Resolution 13 proposes that KPMG LLP be reappointed as auditor of the Company.

Resolution 14 authorises your Directors to determine the remuneration of the auditor. Seeking separate authorities to appoint the auditor and to determine its remuneration is in accordance with best practice.

15. Authority to incur political expenditure

Part 14 of the Companies Act 2006 requires companies to obtain shareholders' authority for political donations to registered political parties, other political organisations or an independent election candidate, totalling more than £5,000 in any 12-month period, and for any political expenditure, subject to limited exceptions.

The definition of political donations in this context is very wide and extends to bodies such as those concerned with policy review, law reform and representation of the business community.

It could include special interest groups, such as those involved with the environment, which the Company and its subsidiaries might wish to support, even though these activities are not designed to support or influence support for a particular political party or political organisation.

It remains the policy of the Company and its subsidiaries not to make political donations or incur political expenditure as those expressions are normally understood. However, your Directors consider that it is in the best interests of shareholders for the Company to participate in public debate and opinion forming matters which affect its business. In order to avoid the inadvertent infringement of the Companies

Act 2006, your Directors are seeking shareholders' authority for the Company, and all companies that are, at any time during the period for which this resolution has effect, subsidiaries of the company as defined in the 2006 Act, to make political donations and to incur political expenditure, as defined in Part 14 of the Companies Act 2006, up to a maximum aggregate amount of £25,000. The authority sought by this resolution will expire at the conclusion of the Company's AGM in 2025, or on 30 June 2025, whichever is the earlier.

In line with best practice guidelines published by the Investment Association, this resolution is put to shareholders annually, rather than every four years as permitted by the Companies Act 2006.

16. Authority to allot ordinary shares

The purpose of this resolution is to renew your Directors' authority to allot shares on a pre-emptive basis. The authority in paragraph (a) would give your Directors authority to allot new shares, or to grant rights to subscribe for or convert any security into shares, up to a nominal value of £89,084,459.50 representing approximately one-third of the Company's total issued ordinary share capital, exclusive of treasury shares, as at 25 March 2024. The authority in paragraph (b) would give your Directors authority to allot new shares, or to grant rights to subscribe for or convert any security into shares, only in connection with a pre-emptive offer up to a further nominal value of £89,084,459.50. This is in line with the Investment Association's Share Capital Management Guidelines.

6 Balfour Beatty Notice of 2024 AGM

As at 25 March 2024, 9,640,843 shares were held by the Company as treasury shares. Your Directors consider it desirable to retain the maximum flexibility permitted by corporate governance guidelines to respond to market developments. This will enable them to act in the best interests of shareholders when opportunities arise, by issuing ordinary shares at short notice, without the need to convene a general meeting.

This authority renews that given at last year's AGM and will expire at the conclusion of the Company's AGM in 2025, or on 30 June 2025, whichever is the earlier, although your Directors intend to continue the practice of seeking renewal of this power at each AGM.

Resolutions 17 to 19

These resolutions will be proposed as special resolutions. For these resolutions to be passed, at least 75% of the votes cast must be in favour.

17. Authority to allot ordinary shares for cash on a non-pre- emptive basis

If your Directors allot new shares (or sell treasury shares) for cash (other than in connection with an employee share scheme), they must first offer them to existing shareholders in proportion to their existing holdings (known as pre-emption rights). However, there may be occasions when your Directors need the flexibility to finance business opportunities by the issue of shares for cash without a pre-emptive offer to existing shareholders. This resolution seeks shareholders' approval to do this.

The resolution seeks approval for the allotment of new ordinary shares of up to a nominal amount of £27,207,380.10 for cash (which includes the sale of any shares held in treasury), representing 10% of the Company's issued ordinary share capital as at 25 March 2024. This authority falls within the Pre-Emption Group's Statement of Principles.

This authority renews that given at last year's AGM and will expire at the conclusion of the Company's AGM in 2025, or on 30 June 2025, whichever is the earlier. A renewal of this authority will be proposed at each subsequent AGM and the authority sought will fall within the Pre-Emption Group's Statement of Principles.

18. Authority for the Company to purchase its own ordinary shares

In 2023, the Company completed a buyback programme that returned £150m to shareholders. On 2 January 2024, the Company announced that it would carry out a further buyback programme in the amount of £50m and on 13 March 2024, the Company announced that it would extend the £50m buyback programme to a total of £100m (together the 2024 Buyback Programme). Your Directors are committed to managing the Company's share capital effectively and it is proposed that, in common with many other listed companies, the Company continues to have the authority to make market purchases of its own shares. The number of shares the Company can buy is limited to a maximum of 14.99% of the Company's issued ordinary share capital, excluding treasury shares, calculated by reference to the number of ordinary shares respectively in issue at 25 March 2024 (being the latest practicable date).

The resolution sets out the lowest and the highest prices the Company can pay for its shares. The authority expires at the conclusion of the AGM in 2025, or on 30 June 2025, whichever is the earlier.

Your Board will continue to monitor the capital requirements of the Company carefully and, although there are no plans to purchase ordinary shares at the moment other than under the 2024 Buyback Programme, the Directors consider it prudent to be able to act at short notice if the circumstances warrant it. Your Board will only make use of these authorities if it is satisfied: that it would promote the success of the Company to do so; that it could be expected to result in an increase in earnings per share; and accordingly that the purchase is in the interests of shareholders as a whole.

As at 25 March 2024, 9,640,843 ordinary shares had been purchased and were being held as treasury shares.

As at 25 March 2024, there were no outstanding warrants or options to subscribe for ordinary shares.

If the Company purchases its own shares they will be cancelled or held as treasury shares. The Companies Act 2006 permits the Company to hold shares purchased as treasury shares rather than treat them as cancelled. Any shares held in treasury may subsequently be cancelled, resold for cash or used to satisfy share options and share awards under an employee share scheme. Once shares are held in treasury, the Company is not entitled to exercise any rights, including the rights to attend and vote at meetings and receive dividends, in respect of those shares. Your Board will only hold shares in treasury where it believes this course of action would promote the success of the Company.

19. Notice of general meetings

Changes made to the Companies Act 2006 by The Companies (Shareholders' Rights) Regulations 2009 (the Regulations) increase the notice period required for general meetings to 21 days, unless shareholders approve a shorter notice period, which cannot be less than 14 clear days. Such approval will not affect AGMs, which will continue to be held on at least 21 clear days' notice.

Before the Regulations came into force, the Company was able to call general meetings (other than AGMs) on 14 clear days' notice. In order to preserve this ability, this resolution seeks renewal of the shareholder approval given at the 2023 AGM. If renewed, this approval will be effective until the conclusion of the Company's AGM in 2025, when your Directors intend to seek a further renewal. Shareholders should note that the changes to the Companies Act 2006 pursuant to the Regulations mean that, in order to be able to call a general meeting on less than 21 clear days' notice, the Company must make a means of electronic voting available to all shareholders for that meeting. The Company has provided an electronic voting facility for several years and intends to continue to do so. The shorter notice period would not be used as a matter of routine for such meetings, but only where the flexibility offered by the shorter notice period would be in the best interests of shareholders generally, taking into account the circumstances and business of the meeting, including whether the business is time sensitive.

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Biographical details of Directors seeking election and re-election

Charles Allen, Lord Allen of Kensington CBE (Resolution 4)

Non-executive Group Chair

Date of appointment: 13 May 2021 Committee membership: Nomination Committee (Chair) Nationality: British Independent: On appointment

Experience: Lord Allen has extensive corporate experience across a range of sectors, most notably in support services and media. His previous positions include chair of ISS A/S, executive chair of EMI Music, chief executive of ITV plc, chief executive of Compass Group, chief executive of Granada Group and chief adviser to the British Home Office.

Charles was awarded a CBE in 2002, was knighted in 2012 and was ennobled in 2013.

Key external appointments: Lord Allen sits in the House of Lords and currently holds positions as chair of THG PLC, chair of Global Media and Entertainment Ltd and chair of the Invictus Games Foundation.

Leo Quinn (Resolution 12)

Group Chief Executive

Date of appointment: 1 January 2015

Committee membership: Safety and Sustainability Committee

Nationality: British

Experience: Leo has strong leadership expertise and significant experience of successfully delivering transformation strategies for large multi-national companies. Leo is a civil engineer and began his career at Balfour Beatty. He was educated at Portsmouth University and Imperial College, London, where he completed his MSc in Management Science. Before being appointed as Group Chief Executive at Balfour Beatty, Leo spent five years as group chief executive of QinetiQ Group plc and, prior to that, five years as chief executive officer of De La Rue plc. Before this, he spent almost four years as chief operating officer of Invensys plc's production management business, headquartered in the US, and 16 years with Honeywell Inc. in senior management roles across the UK, Europe, the Middle East and Africa, including global president of H&BC Enterprise Solutions. Leo was previously a non-executive director of Betfair Group plc and Tomkins plc.

Key external appointments: Leo is the founder of The 5% Club, a UK employer-led initiative focused on reducing youth unemployment by creating momentum behind the recruitment of apprentices and graduates into the workforce. In 2021, Leo's contribution to business was recognised through his appointment as a visiting professor at the College of Business and Social Science at Aston University.

Philip Harrison (Resolution 8)

Chief Financial Officer

Date of appointment: 1 June 2015

Nationality: British

Experience: Philip has considerable financial expertise and extensive experience of working in large multi-national manufacturing and services businesses. Philip was appointed as Chief Financial Officer in June 2015, having previously served as group finance director at Hogg Robinson Group plc, and as group finance director at VT Group plc. Prior to that, he was VP finance at Hewlett-Packard (Europe, Middle East and Africa regions) and was a member of the EMEA board.

Philip's earlier career included senior international finance roles at Compaq, Rank Xerox and Texas Instruments. Philip is a fellow of the Chartered Institute of Management Accountants.

Key external appointments: Philip is a non-executive director and chair of the audit committee of Dowlais Group plc.

Anne Drinkwater (Resolution 6)

Non-executive Director

Date of appointment: 1 December 2018 Committee membership: Remuneration Committee (Chair) Safety and Sustainability Committee Nationality: British

Independent: Yes

Experience: Anne has significant experience in heavy industry including multiple large capital expenditure projects with infrastructure considerations and knowledge of doing business in the UK and US. She was at BP plc for over 30 years, holding a number of senior strategic and operational roles across multiple jurisdictions including the US, Norway, Indonesia, the Middle East and Africa, culminating in the role of president and CEO of the Canadian business. Anne was previously a non-executive director at Aker Solutions ASA and

at UK listed Tullow Oil plc, where she served on a number of board committees. She was previously oil and gas adviser to the Falkland Islands Government.

Key external appointments: Anne is a non-executive deputy chair of Equinor A.S.A. where she is also chair of the audit committee and a member of the safety, sustainability and ethics committee.

Louise Hardy (Resolution 7)

Non-executive Director

Date of appointment: 1 April 2022 Committee membership:

Safety and Sustainability Committee Nationality: British Independent: Yes

Experience: Louise has over 30 years of business and leadership experience in the construction and built engineering industry. A civil engineer, she has held a range of senior roles at London Underground, Bechtel and Laing O'Rourke and as infrastructure director responsible for the portfolio of projects for the London 2012 Olympic Games. Her most recent executive appointment was European project excellence director for AECOM, where she was responsible for monitoring project performance across a portfolio of 10,000 projects across 15 countries and eight businesses within Europe. Since then, Louise has held a number of non-executive roles in the public sector and FTSE 250. Louise is a Fellow of the Institution of Civil Engineers,

the Chartered Management Institute and the Women's Engineering Society. Louise won the European Women in Construction and Engineering Lifetime Achievement in Construction Award 2019.

Key external appointments: Louise is currently a non-executivedirector of Crest Nicholson Holdings plc, Travis Perkins plc and Severfield plc. Louise is also independent chair of Oriel, the joint initiative between Moorfields Eye Hospital, UCL and Moorfields Eye Charity. She is also a keen volunteer within the industry as a STEM Ambassador and Diversity Champion.

8 Balfour Beatty Notice of 2024 AGM

Barbara Moorhouse (Resolution 11)

Non-executive Director

Date of appointment: 1 June 2017 Committee membership:

Audit and Risk Committee Nomination Committee Remuneration Committee Nationality: British Independent: Yes

Experience: Barbara has extensive leadership experience across the private, public and regulated sectors. She was group finance director at Morgan Sindall plc, regulatory director at South West Water and chief finance officer for two international listed IT companies - Kewill Systems plc and Scala Business Solutions NV. Latterly, she was director general at the Ministry of Justice and the Department for Transport. Her most recent executive appointment was as chief operating officer at Westminster City Council. She is a fellow of the Chartered Institute of Management Accountants and an associate member of the Association of Corporate Treasurers.

Key external appointments: Barbara is independent chair of the Agility Trains Group. Barbara is also senior independent non-executive director and chair of the remuneration committee of Aptitude Software Group plc, non-executive director and chair of the quality and safety committee of the board at Dwr Cymru/Welsh Water.

Michael Lucki (Resolution 9)

Non-executive Director

Date of appointment: 1 July 2017 Committee membership:

Audit and Risk Committee

Remuneration Committee Nationality: American Independent: Yes

Experience: Michael has over 40 years of business and leadership experience in the US and internationally in the engineering and construction sector. He has held a number of leadership and finance roles, including that of chief financial officer, executive vice president and board member at CH2M HILL. He was formerly an audit partner at Ernst & Young LLP and as its global industry leader for infrastructure, construction and engineering practices. He has recently acted as a strategic adviser to companies and private equity firms in the engineering and construction industry.

Key external appointments: Michael is a board member and chair of the compensation committees of Psomas Corporation, and a board member and chair of the audit and risk committee of Bernards Construction and HMC Architects. Michael is a member of the board of governors of The California State University Foundation, and a board member of Walker Consultants.

Robert MacLeod (Resolution 10)

Non-executive Director

Date of appointment: 8 March 2024 Committee membership:

Audit and Risk Committee Nationality: British Independent: Yes

Experience: Robert is a highly experienced CEO and CFO and brings strong strategic, financial, and commercial experience to the Board. A Chartered Accountant by background, he was formerly CEO of Johnson Matthey plc from 2014 to 2022 and CFO from 2009 to

2014. Prior to this, he worked at WS Atkins PLC, serving as CFO for six years. Robert was a Non-Executive Director of Aggreko plc from 2007 to 2016.

Key external appointments: Robert is currently a non-Executive Director and Chair of the Remuneration Committee of RELX plc and a Non-Executive Director of Vesuvius plc.

Gabrielle (Gabby) Costigan MBE (Resolution 5)

Non-executive Director

Date of appointment: 8 March 2024 Committee membership:

Safety and Sustainability Committee Nationality: Australian Independent: Yes

Experience: Gabby is an Aeronautical Engineer with a diverse international career including 21 years in the Australian Army. She was previously Chief Executive Officer of the logistics business, Linfox International Group. In 2017, she joined BAE Systems plc as Chief Executive Officer of BAE Systems Australia before being promoted to her current role of Group Managing Director, Business Development and a member of the Executive Committee.

Key external appointments: Group Managing Director, Business Development and a member of the Executive Committee of BAE Systems plc.

balfourbeatty.com 9

Important information for shareholders

You (or any appointed proxy) have the right to attend, speak and vote at the AGM if you are a holder of ordinary shares as shown on the Company's share register at close of business on Tuesday 7 May

2024 (or, in the event of an adjournment, at close of business on the date which is 48 hours before the time of the adjourned meeting). Changes to the Register of Members after the relevant deadline will be disregarded in determining the rights of any person to attend and vote at the AGM.

If you cannot attend the AGM, you may appoint someone else as your proxy. The number of shares that you hold at the relevant deadline will determine how many votes you will have directly or through your proxy (or proxies).

Time and place of AGM

Balfour Beatty's AGM will start promptly at 10:00am on Thursday 9 May 2024 at The Curve Building, Axis Business Park, Langley, Berkshire SL3 8AG. Registration will start at 9:30am.

What you need to bring

Please keep and bring with you the attendance card attached to your Form of Proxy. It will authenticate your right to attend, speak and vote at the AGM and will speed up your admission. You may also find it helpful to bring this circular with you, so that you can refer to it at the meeting.

Joint shareholders

All joint shareholders may attend and speak at the meeting. However, only the first shareholder listed on the Register of Members is entitled to vote.

Shareholders with disabilities

The venue for the meeting has full access for the disabled.

Appointing a proxy

You may appoint a proxy - someone who will attend the AGM on your behalf and exercise all or any of your rights to speak and vote - by completing and returning the Form of Proxy in accordance with the following instructions.

A proxy need not be a member of the Company.

Before completing the relevant Form of Proxy, please read the following explanatory notes.

How to complete the Form of Proxy

1. Appointing the Chair of the AGM as your proxy

For convenience, the appointment of the Chair of the meeting has already been included. If you wish to make this appointment, you need only complete, sign and date the Form of Proxy.

The Form of Proxy enables you to instruct the meeting Chair how to vote on the resolutions to be proposed at the AGM. These resolutions are set out in the notice of meeting on pages 3 and 4 and are explained on pages 6 and 7. The meeting Chair will vote (or withhold their vote) as they think fit on any other business which may properly come before the meeting.

Please place an 'X' in the appropriate box alongside each resolution to indicate whether and, if so, how you wish your vote to be cast in relation to that resolution. In the absence of any specific instruction on how to vote on a particular resolution, your proxy may vote as the proxy thinks fit on any motion to amend a resolution or to adjourn the meeting, or on any other resolution proposed at the AGM. The 'Vote withheld' option is provided, in accordance with best practice, so as to enable you to instruct your proxy not to vote on any particular resolution. However, it should be noted that a vote withheld in this way is not a vote in law and will not be counted in the calculation of the proportion of votes 'For' or 'Against' a resolution.

2. Appointing someone other than the Chair of the AGM as your proxy

If you wish to appoint someone else as your proxy, you should insert the name of your proxy in the space provided on the Form of Proxy.

If necessary, please enter in the box next to the proxy's name the number of shares over which they are authorised to act as your proxy. If left blank, the proxy will have your full voting entitlement.

3. Appointing more than one person as your proxy

To appoint more than one person as your proxy, you may photocopy the relevant Form of Proxy in relation to each proxy you wish to appoint. Each Form of Proxy should clearly indicate the name of the proxy and the number of shares in relation to which they are authorised to act as your proxy. Please also indicate if the proxy instruction is one of multiple instructions being given.

All Forms of Proxy must be signed and should be returned together in the same envelope.

4. Signing the Form of Proxy

Before posting the relevant Form(s) of Proxy, please check that it has been signed and dated. In the case of joint holders, any one of you may sign.

If someone signs the Form on your behalf, you or that person must send it to the Company's Registrar, Equiniti, (see 6 to 8 below) with the authority under which it is signed, or a copy of the authority which has been certified by a solicitor or notary.

5. Corporate appointment of proxy

Where the person appointing the proxy is a company, the relevant Form of Proxy must be executed either under seal or under the hand of a duly authorised officer or attorney and the appropriate power of attorney or other authority must be lodged with the Form.

6. Posting details

To be valid, a Form of Proxy, together with any authority (see 4 and 5 above), must be received by Equiniti not later than 10:00am on Tuesday 7 May 2024, or if the AGM is adjourned, 48 hours before the time for holding the adjourned AGM.

Completion and return of a Form of Proxy will not prevent you from attending and voting in person at the relevant meeting.

7. UK shareholders

Each UK shareholder should reply by posting a Form of Proxy to Equiniti in the envelope provided. No stamp is required. Alternatively, you may vote electronically via the internet at www.shareview.co.uk (see 10 below).

8. Shareholders outside the UK

Shareholders with addresses outside the UK should reply by returning their Form of Proxy in an envelope to Equiniti, Aspect House, Spencer Road, Lancing Business Park, Lancing, West Sussex BN99 6DA, United Kingdom. Alternatively, you may vote electronically via the internet at www.shareview.co.uk (see 10 below).

9. Duplicate Forms of Proxy

If Equiniti receive two or more Forms of Proxy from the same shareholder relating to the same shareholding, they will act upon the one that is delivered last (regardless of its date). If they cannot confirm which one was delivered last (regardless of its date), they will not act on any of the Forms. If your Form arrives after the voting deadline, it will not be valid and will not replace any earlier Forms of Proxy that they have received.

10 Balfour Beatty Notice of 2024 AGM