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Recommended shares and cash acquisition of Alfred McAlpine plc

Recommended shares and cash acquisition of Alfred McAlpine plc. 10 December 2007. James Cooke Hospital, Cleveland. MAKING TOMORROW A BETTER PLACE. Philip Rogerson Chairman. Agenda. Tower Place. MAKING TOMORROW A BETTER PLACE. Important legal notice.

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Recommended shares and cash acquisition of Alfred McAlpine plc

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  1. Recommended shares and cash acquisitionof Alfred McAlpine plc 10 December 2007 James Cooke Hospital, Cleveland MAKING TOMORROW A BETTER PLACE

  2. Philip RogersonChairman Agenda Tower Place MAKING TOMORROW A BETTER PLACE

  3. Important legal notice The presentation which follows is directed only at persons who (i) are persons falling within the definition of “investment professionals” under Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”) or (ii) any other persons to whom it may otherwise lawfully be communicated pursuant to the Order or otherwise (all such persons being “relevant persons”). Any person who is not a relevant person should not act or rely on this presentation or any of its comments. • This document does not constitute a prospectus or a prospectus equivalent document. • This presentation does not constitute an offer to sell or invitation to purchase any securities or the solicitation of any vote for approval in any jurisdiction. • The information in this presentation including, without limitation, references to the anticipated effect of the acquisition by the Company of Alfred McAlpine plc on the Company’s future earnings per share should not be interpreted as a profit forecast nor should any information contained herein be interpreted to mean that the future earnings per share of Carillion plc following the acquisition of Alfred McAlpine plc will necessarily match or exceed the historical published earnings per share. • This presentation includes “forward-looking statements”. All statements other than statements of historical facts included in this presentation, including, without limitation, those regarding the Company’s financial position, business strategy, plans and objectives of management for future operations (including development plans and objectives relating to the Company’s services) are forward-looking statements. Such forward-looking statements involve known and unknown risks, uncertainties and other important factors that could cause the actual results, performance or achievements of the Company or those markets and economies to be materially different from future results, performance or achievements expressed or implied by such forward-looking statements. Such forward-looking statements are based on numerous assumptions regarding the Company’s present and future business strategies and the environment in which the Company will operate in the future and such assumptions may or may not prove to be correct. These forward-looking statements speak only as at the date of this presentation. The Company expressly disclaims any obligation (other than pursuant to the Listing Rules of the UKLA) or undertaking to disseminate any updates or revisions to any forward-looking statements contained herein to reflect any change in the Company’s expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based. • The release, publication or distribution of this presentation in certain jurisdictions may be restricted by law. Persons who are not resident in the United Kingdom or who are subject to other jurisdictions who receive this document should inform themselves of and observe any applicable requirements. • The expected operational cost savings have been calculated on the basis of the existing cost and operating structures of the companies. These statements of estimated cost savings and one-off costs for achieving them relate to future actions and circumstances which, by their nature, involve risks, uncertainties and other factors. Because of this, the cost savings referred to may not be achieved, or those achieved could be materially different from those estimated. The statements should not be interpreted to mean that the earnings per share in 2008, or in any subsequent period, would necessarily match or be greater than those for the relevant preceding financial period.

  4. Agenda John McDonough Group Chief Executive • Creation of leading support service business • Carillion’s strategy and strong track record • Carillion and Alfred McAlpine • strong strategic and financial rationale • clear integration plan Richard Adam Group Finance Director • Financial overview • offer terms and structure • strong synergies and returns • robust capital structure • fair value and pensions • expected timetable • Carillion 2007 trading update John McDonough Group Chief Executive • Summary

  5. Overview John McDonoughGroup Chief Executive Norwich Union Call Centre MAKING TOMORROW A BETTER PLACE

  6. Creation of leadingsupport services business • Recommended cash and share acquisition valuing Alfred McAlpine at 558p(1) per share • Carillion and Alfred McAlpine are an excellent strategic fit • Creates a Group with • combined revenues of £5.3bn(2) • leading position in UK support services with revenuesof £2.6bn(2) • enhanced positions in a wide range of growth market sectors • increased capability in providing integrated solutions • increased project management resources (1) Based on Carillion’s share price at close of business on 7 December 2007 of 363.25 pence and Carillion share exchange ratio of 1.08 (2) 2007 forecast revenues – Citigroup for Alfred McAlpine, Oriel Securities for Carillion

  7. Creation of leadingsupport services business • Opportunities for substantial synergy cost savings - £30m by end 2009 • Carillion’s strong cash and risk management processes and selectivity criteria will continue to be applied to the enlarged Group • Potential to deliver significant value for Carillion and Alfred McAlpine shareholders • financial returns ahead of Carillion’s WACC • materially enhanced earnings in 2009, the first full year after acquisition • Carillion trading update in 2007 • continuing strong growth with underlying earnings per share up by at least 20%

  8. Carillion’s consistent and successful strategy • Growing support services at stable margins of 4% to 5% • Creating value through investments in Public Private Partnership projects • Maintaining a strong and selective construction capability focused on higher added-value contracts for longer term customers • Developing and marketing integrated solutions tailored to our customers’ needs • Sustainable, profitable growth

  9. Carillion’s business transformed 1999 - 2006 Underlying earnings per share Pence 30 • Revenue up from £1.8bn to £3.6bn • Pre-tax profit up from £30.5m(1) to £82.1m • Business mix transformed – near doubling of support services and investments contribution • Earnings per share up from 12.0p(2)to 23.5p • Market capitalisation increased five fold from £0.2bn to £1.0bn 2007 consensus forecast 27.0p 25 20 15 10 5 0 1999 2000 2001 2002 2003 2004 2005 2006 2007 Underlying profit before tax(3) Construction Support Services& Investments Support Services& Investments £20.5m 25% £12.2m 40% £61.6m 75% £18.3m 60% Construction 1999 £30.5m 2006 £82.1m (1)UK GAAP net of JV tax (2) UK GAAP (3)1999 UKGAAP, net of JV tax; 2006 IFRS. Both years before exceptional items and amortisation

  10. Strong acquisition track record • Acquired Mowlem in February 2006 for £350m plus debt of £120m • Step change in Carillion’s development, consistent with strategy for growth • Doubled annual revenue to c£4bn • Successfully integrated Mowlem ahead of schedule and implemented • Carillion’s policies and risk management processes • Carillion’s strong focus on cash management • Acquisition benefits exceeding expectations • Carillion (excluding Mowlem) also delivered strong organic growth • c18% increase in profit(1) in 2006 (1)Before Group and JV tax, all exceptional items, amortisation and goodwill impairment

  11. Mowlem benefits ahead of expectations Benefits ahead of original expectations • Increased synergy cost savings (running rates) • £15m per annum by end 2006 (original expectation £10m) • £26m per annum by end 2007 (original expectation £15m) • one-off costs of £28m (original expectation £10m) • Increased earnings • significantly earnings enhancing in 2006 (original expectation – earnings neutral) • on track to deliver materially enhanced earnings per share in 2007 of at least 20% • Exceeding target IRR of 15%

  12. Alfred McAlpineCompelling strategic and financial rationale • Complementary skills and market strengths • creates a leading UK support services business with revenues of £2.6bn(1) • enhanced ability to provide integrated solutions • increased project management resources to support Middle East growth • Acceleration of strategy • growing support services revenues at stable margins of 4% to 5% • growing construction margins towards 3% over next three years • Cost synergies - a run rate of £30m by end 2009 • Materially enhanced earnings in 2009 - first full year after acquisition • Financial returns ahead of Carillion’s WACC (1) 2007 forecast revenues – Citigroup for Alfred McAlpine, Oriel Securities for Carillion

  13. A leading support services business(2006 revenues) Alfred McAlpine plc c£1.1bn Business Services c£430m Infrastructure Services c£315m Project Services c£400m Civil Engineering c£260m Government Services (Road Maintenance) £85m Facilities Management £290m Special Projects c£140m Utilities Services £230m IT Services £60m Asset Management and Consultancy Services £80m

  14. A leading support services andconstruction business (2006 revenues) Carillion plc c£3.6bn Canada and Caribbean c£163m Middle East£274m UK £3,153m Defence £232m Construction £268m Public Private Partnership Projectsand other Construction £117m Education £151m Facilities Management & Services £6m Road maintenance and otherFacilities Management £46m Health £229m Facilities Management& Services £697m Rail £368m Roads £224m Building £863m Civil Engineering £241m PPP Equity returns £148m

  15. c£2.6bn of support service revenuesin 2007 (1) Reporting segments c£2.6bn c£2.5bn 0.4 0.8 Alfred McAlpine Carillion 2.1 1.8 c£0.2bn SupportServices ConstructionServices Investments(2) (1) 2007 forecast revenues – Citigroup for Alfred McAlpine, Oriel Securities for Carillion (2) Adjusted for sale of Alfred McAlpine’s PPP equity portfolio in November 2007

  16. Substantial order books Carillion Alfred McAlpine c£16bn c£15.9bn c£4bn Support services 8.4 8.5 Business Services 2.2 Construction services 2.1 2.9 Project Services 0.8 Investments 4.7 5.3 Infrastructure Services 1.0 Dec 2006 Oct 2007 June 2007 Carillion pipeline of probable new orders £3.3bn at October 2007 (31 Dec 2006: £1.6bn) Alfred McAlpine pipeline of opportunities over £2.0bn at June 2007

  17. Leading support services business • Creates one of the UK’s leading support services businesses with c£2.6bn(1) of revenues • Enhanced skills and capabilities in existing and new growth market sectors • Strengthens integrated service offering • Entry into higher margin IT services sector • Cross-selling opportunities • Enviros/Consultancy • IT Services • M&E (1) 2007 forecast revenues – Citigroup for Alfred McAlpine, Oriel Securities for Carillion

  18. Enhanced construction resource • Complementary positions in UK building and infrastructure • Combined strengths in key sectors • education, defence, industrial, offices, mixed use developments, leisure and transport infrastructure • strong relationships with Local Authorities • Increased project management resources to support strong growth opportunities in Middle East • Significant margin opportunities from integration through applying • selectivity and risk management • strong focus on cash management

  19. Clear integration plan • Thorough due diligence carried out to provide clear integration plan • Full access to, and co-operation of, Alfred McAlpine • Experienced, multi-disciplinary full-time integration team • Team will comprise senior managers from Carillion and Alfred McAlpine • Detailed integration plan already in place • Totally focused on delivering benefits in line with strict financial discipline

  20. Financial overview Richard AdamGroup Finance Director Alfred McAlpine Government Services MAKING TOMORROW A BETTER PLACE

  21. Offer terms and structure • Recommended shares and cash acquisition • Terms • 1.08 new Carillion shares per Alfred McAlpine share • 165.4p in cash per Alfred McAlpine share • values each Alfred McAlpine share at 558p(1) • Values Alfred McAlpine’s issued share capital at £572m • Cash element of £174m funded from existing borrowing facilities • Mix and match facility and loan note alternative available • Alfred McAlpine shareholders entitled to Carillion 2007 final dividend (1) Based on Carillion’s share price at close of business on 7 December 2007 of 363.25 pence and share exchange ratio of 1.08

  22. Strong synergies and returns • Synergy cost savings at run rate of £30m by end 2009 • Savings from • eliminating duplication in management teams, head and regional offices • property rationalisation • back office/shared services • supply chain • Total one-off cost of delivering savings of c£30m over two years 2008 and 2009 • Substantial increase in shareholder value - expect • returns ahead of Carillion’s weighted average cost of capital • materially enhanced earnings in 2009, the first full year after acquisition

  23. Robust capital structure • 114m Carillion ordinary shares to be issued – 29% of issued share capital of enlarged Group • Net borrowings at 30 June 2007 • Carillion £140m • Alfred McAlpine £35m • Existing Carillion borrowing facilities of £590m will comfortably cover • current net borrowing levels • cash element of consideration • working capital requirements • integration costs • adequate headroom • Strong focus on cash management and balance sheet efficiency • Expect net borrowings to be around £300m at December 2008

  24. Fair value and pensions • Prudent view of fair value of assets to be taken – ongoing review • At 30 June 2007 Alfred McAlpine pension schemes had net deficit of £14.5m (Alfred McAlpine assumptions) • At 30 June 2007, Carillion’s pension schemes had net deficit of £27m (Carillion assumptions) • Deficit recovery payment to Carillion’s pension schemes of £38m in 2008 and c£19m per annum in 2009 and 2010 • Alfred McAlpine pension scheme being discussed with Trustee

  25. Expected timetable • Documents posted to shareholders – December 2007 / January 2008 • Shareholder meetings for Carillion and Alfred McAlpine – February 2008 • Court sanctions Scheme of Arrangement – February 2008 • Expected completion – February / March 2008 • Carillion preliminary results announcement – March 2008 • Carillion interim management statement – April 2008

  26. Carillion 2007 trading update News International, Broxbourne

  27. 20% growth in underlying earnings per share • Expect to deliver underlying earnings per share growth of at least 20% in 2007 • Effective tax rate expected to reduce to 25% • Mowlem synergy cost savings at run rate of £26m per annum by end 2007 • Average net borrowings in 2007 on target to be below £150m • Net debt at 31 December now expected to be below £80m • Order book at 31 December expected to be £15.7bn and pipeline of probable new orders of £3.3bn • Positive trading conditions in the Group’s UK and international markets • Middle East revenues now expected to more than double to over £600m within 3 years instead of 5 • Board expects outlook to remain positive and Carillion to continue its strong momentum in 2008 and over the medium term

  28. John McDonoughGroup Chief Executive Summary Alfred McAlpine Business Services MAKING TOMORROW A BETTER PLACE

  29. Compelling strategic andfinancial rationale • Acquisition consistent with Carillion’s strategy for growth • Excellent strategic fit with complementary skills and market strengths • Increased project management resources • Clear integration plan • Substantial cost synergies • Focus on cash management and balance sheet efficiency • Substantial increase in shareholder value • returns ahead of WACC • materially enhanced earnings in first full year, 2009

  30. Appendices Alfred McAlpine Business Services MAKING TOMORROW A BETTER PLACE

  31. At 30 June 2007 £168m of equity invested/committed to 24 financially closed projects £6m of equity to be invested in two preferred bidder projects Shortlisted for 9 projects with a potential equity requirement of up to £71m At 30 Sept 2007 £171m of equity to be invested/committed to 25 financially closed projects £6m of equity to be invested in two preferred bidder projects shortlisted for 10 projects with a potential equity requirement of £88m Directors’ valuation of equity in financially closed Public Private Partnership Projects NPV £m 400 300 June 2007 £277m (Dec 2006: £238m) 200 100 0 5% 6% 7% 8% 9% 10% 11% 12% Discount rate

  32. Financially closed Public Private Partnership projects at 30 June 2007 Equity Total Non- Concession invested to committed Equity recourse Financial close date period date equity share debt Project Status years £m £m % £m Roads 50.2 A55 North Wales 1998 Operational 27.0 5.3 5.3 50.0 A249 2004 Operational 30.0 3.0 3.0 50.0 46.0 - Other Transport Notts Express Transit 2000 Operational 30.0 3.4 3.4 12.5 22.0 Alice to Darwin Railway 2001 Operational 50.0 26.1 28.0 13.9 28.2 Hospitals / Healthcare 5.1 Glasgow Southern General 1999 Operational 27.0 0.6 0.6 50.0 (4.6) 53.1 The Great Western Hospital, Swindon 1999 Operational 27.0 (4.6) 33.3 1.1 8.8 Harplands Hospital 1999 Operational 29.0 1.1 50.0 6.7 69.1 Oxford John Radcliffe 2003 Operational 33.5 6.7 50.0 24.9 William Osler Hospital 2004 In construction 25.0 4.7 13.0 4.7 5.7 Royal Ottawa Hospital 2004 Operational 20.0 0.7 10.0 0.7 - 134.0 Queen Alexandra Hospital, Portsmouth 2005 In construction 35.0 12.2 50.0 30.3 Lewisham Hospital 2004 Operational 30.0 3.8 50.0 3.8 James Cooke Hospital, Cleveland 1999 Operational 30.0 3.2 3.2 19.0 26.4 Cont . . .

  33. Financially closed Public Private Partnership projects at 30 June 2007 Equity Total Non- Concession invested to committed Equity recourse Financial close date period date equity share debt Project Status years £m £m % £m Accommodation University of Greenwich New Accommodation Project (GCHQ) University of Hertfordshire Renfrewshire Schools South Ayrshire Schools Allenby/Connaught Bansley Schools Exeter Schools Redcar & Cleveland Schools Swarcliffe Social Housing Northwood Total 1995 2000 2002 2005 2006 2006 2005 2004 2005 2005 2006 Operational Operational Operational In construction In construction In construction In construction Operational Operational In construction In construction 30.0 30.0 32.0 32.5 33.0 35.0 25.0 30.0 30.0 30.0 25.0 - 9.0 3.0 - - 0.1 2.2 4.6 2.5 - 0.1 75.5 - 9.0 3.0 3.7 3.1 60.0 2.2 4.6 2.5 1.3 10.1 167.6 100.0 40.0 50.0 30.0 47.5 50.0 50.0 50.0 50.0 33.3 50.0 - 171.2 31.9 28.1 1.4 731.6 20.9 46.0 26.8 3.1 11.4 1,576.2

  34. Public Private Partnership pipelineat 30 June 2007 Concession Maintenance/Facilities Management £m Equity andsub debt £m Payment basis £m Construction revenue(1) £m Concessionyears £m Preferred bidder projects Beds & Herts Independent Sector Treatment Centres London North Independent Sector Treatment Centres 49 6 131 166 4.0 2.2 82 114 Activity Activity 5 5 Projects shortlisted Bedford & Luton Courts Three Counties Police CCs M25 Tyneside & Gateshead Schools Nottingham Schools Tameside Schools Bishopriggs Prison Sault Area Hospital, Canada (2) Niagara Hospital Canada up to 30 up to 60 - up to 50 up to 50 up to 100 up to 85 up to 120 up to 120 - - up to 600 up to 30 up to 20 up to 40 - up to 50 up to 80 up to 2 up to 3 up to 45 up to 3 up to 3 up to 5 up to 4 up to 3 up to 3 * * * * * * * * * Availability Availability Availability Availability Availability Availability Availability Availability Availability 30 25 30 25 25 25 25 25 25 (1) To be decided (2)Achieved financial close in August 2007

  35. Important legal notice THIS DOCUMENT IS NOT A PROSPECTUS. IT DOES NOT CONSTITUTE OR FORM PART OF ANY OFFER OF SECURITIES, OR CONSTITUTE SOLICITATION OF ANY OFFER OF SECURITIES.  ANY ACCEPTANCE OR RESPONSE TO THE ACQUISITION SHOULD BE MADE ONLY ON THE BASIS OF THE INFORMATION REFERRED TO IN THE SCHEME DOCUMENT AND THE PROSPECTUS.  • Copies of the prospectus, the Carillion shareholder circular and the scheme document will, from the date of posting to Alfred McAlpine shareholders or Carillion shareholders (as appropriate), be available for inspection at the Document Viewing Facility which is situated at The Financial Services Authority, 25 The North Colonnade, Canary Wharf, London E14 5HS. • Copies of the Carillion shareholder circular, the scheme document and the prospectus will, from the date of posting to Alfred McAlpine shareholders or Carillion shareholders (as appropriate), be available for inspection by Carillion shareholders at the offices of Carillion plc, Birch Street, Wolverhampton, WV1 4HY during normal business hours on any weekday (Saturdays, Sundays and public holidays excepted) and at the offices of Slaughter and May, One Bunhill Row, London, EC1Y 8YY during normal business hours on any weekday (Saturdays, Sundays and public holidays excepted).  • Copies of the scheme document and the prospectus will, from the date of posting to Alfred McAlpine shareholders or Comet shareholders (as appropriate), be available for inspection by Alfred McAlpine shareholders at the offices of Alfred McAlpine plc, Kinnaird House, 1 Pall Mall East, London, SW1Y 5AZ during normal business hours on any weekday (Saturdays, Sundays and public holidays excepted) and at the offices of CMS Cameron McKenna LLP, Mitre House, 160 Aldersgate Street, London, EC1A 4DD during normal business hours on any weekday (Saturdays, Sundays and public holidays excepted).

  36. Recommended shares and cash acquisitionof Alfred McAlpine plc James Cooke Hospital, Cleveland MAKING TOMORROW A BETTER PLACE

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