SEA - 11th December 2007(a)

FORM 8.1 - DEALINGS BY OFFERORS, OFFEREE COMPANIES OR THEIR ASSOCIATES FOR THEMSELVES OR FOR DISCRETIONARY CLIENTS (Rules 8.1(a) and (b)(i) of the Takeover Code)

1. KEY INFORMATION

Name of person dealing (Note 1) PG Rogerson

Company dealt in Carillion plc

Class of relevant security to which the dealings being Ordinary Shares of

disclosed relate (Note 2) 50p each

Date of dealing 11 December 2007

2. INTERESTS, SHORT POSITIONS AND RIGHTS TO SUBSCRIBE

(a) Interests and short positions (following dealing) in the class of relevant security dealt in (Note 3)

Long Short

Number (%) Number (%)

(1) Relevant

securities 29,630 0.01

(2) Derivatives (other than options)

(3) Options and agreements to purchase/sell

Total 29,630 0.01

(b) Interests and short positions in relevant securities of the company, other than the class dealt in (Note 3)

Class of relevant security: Long Short

Number (%) Number (%)

(1) Relevant securities

(2) Derivatives (other than options)

(3) Options and agreements to purchase/sell

Total

(c) Rights to subscribe (Note 3)

Class of relevant security: Details

3. DEALINGS (Note 4)

(a) Purchases and sales

Purchase/sale Number of securities Price per unit (Note 5)

Purchase 10,000 £3.5315

(b) Derivatives transactions (other than options)

Product Long/short (Note Number of securities (Note Price per unit (Note

name, 6) 7) 5)

e.g. CFD

(c) Options transactions in respect of existing securities

(i) Writing, selling, purchasing or varying

Product Writing, Number of Exercise Type, e.g. Expiry Option

name, selling, securities to American, money

purchasing, which the option European

varying relates (Note 7) etc.

etc.

e.g. price date paid/

call received

option per unit

(Note 5)

(ii) Exercising

Product name, e.g. call Number of Exercise price per unit (Note

option securities 5)

(d) Other dealings (including new securities) (Note 4)

Nature of transaction (Note 8) Details Price per unit (if applicable) (Note 5)

4. OTHER INFORMATION

Agreements, arrangements or understandings relating to options or derivatives

Full details of any agreement, arrangement or understanding between the person disclosing and any other person relating to the voting rights of any relevant securities under any option referred to on this form or relating to the voting rights or future acquisition or disposal of any relevant securities to which any derivative referred to on this form is referenced. If none, this should be stated.

NONE

Is a Supplemental Form 8 attached? (Note 9) NO

Date of disclosure 11 December 2007

Contact name Tim George

Telephone number 01902 318137

Name of offeree/offeror with which associated Carillion plc

Specify category and nature of associate status (Note 10) Director of Offeror

Notes

The Notes on Form 8.1 can be viewed on the Takeover Panel's website at www.thetakeoverpanel.org.uk