The Board of Directors presents its annual report together with the audited financial statements of the Laing O'Rourke Corporation Limited consolidated Group for the year ended 31 March 2009. Principal activities The Group's principal activities are: Construction - Building - Programme management - Civil engineering - Mechanical and electrical engineering - Core enabling and logistics management services - Infrastructure and support services - Construction and maintenance of utilities - Architectural and environmental services - Plant hire and operations - Building products - Design services - Building operations management - Manufacturing of precast materials Capital - Property development - Housebuilding A list of principal subsidiaries, jointly controlled entities, jointly controlled operations and associates can be found on page 87 in note 33 to the financial statements. A review of the Group's activities and performance for the year is presented on pages 1 to 51. Parent undertaking The Company is a wholly owned subsidiary of Suffolk Partners Corporation, a company incorporated in the British Virgin Islands. Results and dividends The results for the year are set out in the Consolidated Income Statement on page 58 and show a profit for the year after tax of £ 68.2m ( 2008: £ 65.6m). The Company paid dividends of £ 19.6m during the year ( 2008: £ nil). The Directors do not recommend the payment of a final dividend ( 2008: £ nil). Health, safety and welfare The Group is committed to ensuring the health, safety and welfare of all employees at work. All reasonable measures have been taken to achieve this policy. Arrangements have been made to protect other persons against risk to health and safety arising from the activities of the Group's employees when at work. Employment policy The Group continues to provide employees with relevant information and to seek their views on matters of common concern through their representatives and through line managers. Priority is given to ensuring that employees are aware of significant matters affecting the Group's trading position and of any significant organisational changes. The Group treats each application for employment, training and promotion on merit. Full and fair consideration is given to both disabled and able- bodied applicants and employees. If existing employees become disabled, every effort is made to find them appropriate work and training is provided if necessary. Payment of creditors Whilst the Group does not follow a formal code of practice, its policy for the period to 31 March 2010 for all suppliers is to fix terms of payment when agreeing the terms of each business transaction, to ensure that the supplier is aware of those terms, and to abide by the agreed terms of payment. The number of days billing from suppliers outstanding to the Group as at 31 March 2009 was 28 days ( 2008: 29 days). Directors and their interests The current membership of the Board is as set out on page 56. The ultimate majority shareholder of the Company is R G O'Rourke. No other Director has an interest in the shares of the Company. Details of related party transactions can be found on pages 85- 86 in note 30 to the financial statements. Charitable contributions During the year the Group contributed £ 0.5m ( 2008: £ 0.5m) to its nominated charities. Risk management Details of the Group's policies and procedures for managing risk are set out on page 39 of the Operating and Financial review. Key judgements and estimation uncertainty are detailed on page 66 in note 2.22 to the financial statements. Share capital Details of the Company's share capital are set out on page 79 in note 24 to the financial statements. Post balance sheet events There were no post balance sheet events requiring disclosure. Directors' report for the year ended 31 March 2009

Laing O'Rourke Annual Review 2009 Statement of Directors' responsibilities for the Annual Review Company law in Cyprus requires the Directors to prepare financial statements for each financial year which give a true and fair view of the state of affairs of the Group and of the Group's profit or loss for that period. In preparing those financial statements, the Directors are required to: - select suitable accounting policies and then apply them consistently; - make judgements and estimates that are reasonable and prudent; - state whether applicable International Financial Reporting Standards ( IFRS) as adopted by the European Union have been followed, subject to any material departures disclosed and explained in the financial statements; - prepare the financial statements on a going concern basis unless it is inappropriate to presume that the Group will continue in business. The Directors confirm that they have complied with the above requirements in preparing the financial statements. The Directors are responsible for keeping proper accounting records which disclose, with reasonable accuracy at any time, the financial position of the Group and enable them to ensure the financial statements comply with the Cyprus Companies Law, Cap. 113. The Directors have general responsibility for taking such steps as are reasonably open to them to safeguard the assets of the Group and to prevent and detect fraud and other irregularities. Information published on the internet is accessible in many countries with different legal requirements relating to the preparation and dissemination of financial statements. Cyprus legislation governing preparation and dissemination of financial statements may therefore differ from that in other jurisdictions. The maintenance and integrity of the Group's website at www. laingorourke. com is also part of the Directors' responsibilities. Auditors and disclosure of information to auditors So far as the Directors are aware, there is no relevant audit information of which the Group's auditors are unaware, and the Directors have taken all the steps that ought to have been taken as Directors in order to make themselves aware of any relevant audit information and to establish that the Group's auditors are aware of that information. The auditors, PricewaterhouseCoopers Limited, have indicated their willingness to continue in office as auditors of the Group. A resolution for the reappointment of PricewaterhouseCoopers Limited as auditors of Laing O'Rourke Corporation Limited will be proposed at the Annual General Meeting. Approval This report was approved by the Board on 6 July 2009 and signed on its behalf by: C Klerides Director Directors' report 54- 55