Statement from Carlyle Europe Partners III Participations S.à r.l. SICAR, a fund managed by The Carlyle Group (“Carlyle”)

Response to Statement from Shanks Group plc (“Shanks”)

In response to recent press articles and the statement from Shanks on 7 December 2009, Carlyle confirms that it is evaluating a possible cash offer for the entire issued and to be issued share capital of Shanks and has held preliminary discussions with the Board of Shanks regarding its proposal.

There can be no certainty that any offer will ultimately be made for Shanks and a further announcement will be made when appropriate.

Contacts

Finsbury
Robin Walker
Tel: +44 20 7251 3801

This announcement will be available on the Carlyle website soon after its release to the market.

Dealing disclosure requirements

Under the provisions of Rule 8.3 of the Takeover Code (the "Code"), if any person is, or becomes, "interested" (directly or indirectly) in 1% or more of any class of "relevant securities" of Shanks, all "dealings" in any "relevant securities" of that company (including by means of an option in respect of, or a derivative referenced to, any such "relevant securities") must be publicly disclosed by no later than 3.30 pm (London time) on the London business day following the date of the relevant transaction. This requirement will continue until the date on which the offer becomes, or is declared, unconditional as to acceptances, lapses or is otherwise withdrawn or on which the "offer period" otherwise ends. If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire an "interest" in "relevant securities" of Shanks, they will be deemed to be a single person for the purpose of Rule 8.3.

Under the provisions of Rule 8.1 of the Code, all "dealings" in "relevant securities" of Shanks by Carlyle or Shanks, or by any of their respective "associates", must be disclosed by no later than 12.00 noon (London time) on the London business day following the date of the relevant transaction.

A disclosure table, giving details of the companies in whose "relevant securities" "dealings" should be disclosed, and the number of such securities in issue, can be found on the Takeover Panel's website at http:\\www.thetakeoverpanel.org.uk.

"Interests in securities" arise, in summary, when a person has long economic exposure, whether conditional or absolute, to changes in the price of securities. In particular, a person will be treated as having an "interest" by virtue of the ownership or control of securities, or by virtue of any option in respect of, or derivative referenced to, securities.

Terms in quotation marks are defined in the Code, which can also be found on the Takeover Panel's website. If you are in any doubt as to whether or not you are required to disclose a "dealing" under Rule 8, please contact an independent financial adviser authorised under the Financial Services and Markets Act 2000, consult the Takeover Panel’s website at http://www.thetakeoverpanel.org.uk or contact the Takeover Panel on telephone number +44 (0) 20 7638 0129; fax +44 (0) 20 7236 7013.

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