Kingspan Group Plc

Proxy Solicitation & Information Statement • Mar 16, 2023

Attendance Card

Please bring this card with you to the meeting and present it at shareholder registration/accreditation. r regist

The Chairman of Kingspan Group plc invites you to attend the Annual General Meeting of the Company to be held at IKON, Dublin Road, Kingscourt, Co. Cavan, A82 XY31, Ireland on Friday, 28 April 2023 at 09.00 a.m. e Com o. Cavan 9.00 c atten any held X

Shareholder Reference Number R eren

Form of Proxy - Annual General Meeting ('AGM') of Kingspan Group plc to be held on 28 April 2023 pan Group p

To submit a question in advance of the AGM, send your email to: agm@kingspan.com you r em

To be effective, all proxy appointments must be lodged with the Company's Registrar at: Computershare Investor Services (Ireland) Limited, 3100 Lake Drive, Citywest Business Campus, Dublin 24, D24 AK82 or through the voting website, see above, by Wednesday, 26 April 2023 at 09.00 a.m. Re the

Explanatory Notes:

• 1. Every Shareholder has the right to appoint some other person(s) of their choice, who need not be a shareholder, as their proxy to exercise all or any of their rights, to attend, speak and vote on their behalf at the meeting. If you wish to appoint a person other than the Chairman, please insert the name of your chosen proxy holder in the space provided (see reverse). A Shareholder may appoint more than one proxy to attend and vote at the meeting provided each proxy is appointed to exercise rights attached to different shares held by that Shareholder. If the proxy is being appointed in relation to less than your full voting entitlement, please enter in the box next to the proxy holder's name (see reverse) the number of shares in relation to which they are authorised to act as your proxy. If left blank, your proxy will be deemed to be authorised in respect of your full voting entitlement (or if this proxy form has been issued in respect of a designated account for a shareholder, the full voting entitlement for that designated account). Where a poll is taken at the AGM, a Shareholder, present in person or proxy, holding more than one share is not required to cast all their votes in the same way. ll vo share M, Sharehol Shareholde oxy to s re e (se b g er, ent r, pe be d, inser appoin rig on
• 2. To be effective, the completed Form of Proxy together with any power of attorney or other authority under which it is executed, or a notarially certifi ed copy thereof, must be deposited with the Registrar of the Company before the deadline set out above. A Shareholder wishing to appoint a proxy by electronic means may do so on the Registrar's website www.eproxyappointment.com. Details of the requirements are set out in the box above. A Shareholder who wishes to appoint more than one proxy by electronic means must contact the Registrar by sending an email to clientservices@computershare.ie copy the Shareholde xyappointme mor ing to clientservices powe of, d shing app com. D
• 3. To appoint more than one proxy, an additional proxy form(s) may be obtained by contacting the Registrar's helpline on +353 1 447 5103 or you may photocopy the reverse only of this form. Please indicate in the box next to the proxy holder's name (see reverse) the number of shares in relation to which they are authorised to act as your proxy. Please also indicate by ticking the box provided if the proxy instruction is one of multiple instructions being given. All forms must be signed and should be returned together in the same envelope. p addition 3 ma s (see i A form th verse)
• 4. Shareholders are strongly encouraged to submit proxy appointments and instructions for the AGM as soon as possible using any of the methods (by post or electronically) set out below. e y o
• 5. Persons who hold interests in Kingspan shares through the Euroclear Bank system or as CREST depository interests ("CDIs") through the CREST system, wishing to appoint a proxy, submit voting instructions or attend the AGM in person, should consult with their stockbroker or other intermediary at the earliest opportunity for further information on the processes and timelines of the respective systems. s Kingspa rough C son, shoul ts ( CDIs ) t ttend pe portunity o

Kindly Note: This form is issued only to the addressee(s) and is specific to the All Holders unique designated account printed hereon. This personalised form is not transferable between different (i) account holders; or (ii) uniquely designated accounts. The Company and Computershare Investor Services (Ireland) Limited accept no liability for any instruction that does not comply with these conditions. dly N ique design differe ny instructio e: iss ed pr

• 6. The 'Vote Withheld' option overleaf is provided to enable you to abstain on any particular resolution. However, it should be noted that a 'Vote Withheld' is not a vote in law and will not be counted in the calculation of the proportion of the votes 'For' and 'Against' a resolution.
• 7. Only those Shareholders registered on the Company's register of members at the record date specifi ed in the notice of AGM shall be entitled to attend and vote at the AGM or, if relevant, any adjournment thereof. Changes to entries on the Company's register of members after that time will be disregarded in determining the rights of any person to attend and vote at the AGM.
• 8. The above is how your address appears on the Register of Members. If this information is incorrect please ring the registrar's helpline on +353 1 447 5103 to request a change of address form or go to www.investorcentre.com/ie to use the online Investor Centre service.
• 9. Any alterations made to this form should be initialled.
• 10. The appointment of a proxy will not preclude a member from attending the meeting and voting in person.
• 11. If this Form of Proxy is signed and returned without any indication as to how the person appointed is to vote, the proxy will exercise discretion as to how to vote or whether to abstain from voting.
• 12. This Form of Proxy must (i) in the case of an individual shareholder be signed (or submitted electronically) by the shareholder or his/her duly authorised attorney; or (ii) in the case of a corporate shareholder be given either under its common seal or be signed on its behalf by a duly authorised offi cer or attorney of the corporate shareholder (or submitted electronically).
• 13. In the case of joint holders of Kingspan Ordinary Shares, the vote of the senior who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the vote(s) of the other joint holder(s). For this purpose, seniority will be determined by the order in which the names stand in the Register of Members of the Company in respect of the joint holding.

All Holders

Poll Card To be completed only at the AGM if a Poll is called.

Ordinary Business		Vote For Against Withheld		Fo	Vote For Against Withheld
	1. To adopt the Financial Statements.		4. To authorise the remuneration of the auditors.
	2. To declare a fi nal dividend.		Special Business 5. To receive the report of the Remuneration Committee. e
	3. (a) To re-elect Jost Massenberg as a director.		6. To increase the limit for non-executive directors' fees.
	(b) To re-elect Gene M. Murtagh as a director.		7. To authorise the directors to allot securities.
	(c) To re-elect Geoff Doherty as a director.		8. Dis-application of pre-emption rights.
	(d) To re-elect Russell Shiels as a director.		9. Additional 5% dis-application of pre-emption rights. mption
	(e) To re-elect Gilbert McCarthy as a director.		10.Purchase of company shares.
	(f) To re-elect Linda Hickey as a director.		11.Re-issue of treasury shares.
	(g) To re-elect Anne Heraty as a director.		12. To approve the convening of certain EGMs on 14 days' rtain d
	(h) To re-elect Éimear Moloney as a director.		notice.
	(i) To re-elect Paul Murtagh as a director.
	(j) To elect Senan Murphy as a director.
			Signature
	Form of Proxy X Please use a black pen. Mark with an X inside the box as shown in this example. You can also instruct your proxy not to vote on a resolution by inserting an "X" in the vote withheld box. I/We hereby appoint the Chairman of the Meeting OR the following person
	Please leave this box blank if you have selected the Chairman. Do not insert your own name(s).		(s).

Form of Proxy

Please use a black pen. Mark with an X

Please leave this box blank if you have selected the Chairman. Do not insert your own name(s).

as my/our proxy to attend, speak and vote in respect of my/our full voting entitlement* on my/our behalf on any matter at the Annual General Meeting of Kingspan Group plc to be held at IKON, Dublin Road, Kingscourt, Co. Cavan, A82 XY31, Ireland on Friday, 28 April 2023 at 09.00 a.m., and at any adjournment thereof. I/We direct that my/our vote(s) be cast on the specifi ed resolutions as indicated by an X in the appropriate box. Co pecifi r dmy van, XY31 olution

* For the appointment of more than one proxy, please refer to Explanatory Note 2 (see front). o Not e

Please tick here to indicate that this proxy appointment is one of multiple appointments being made. s appo

Ordinary Business

	Ordinary Business	For Against Withheld	Vote W
	1. To adopt the Financial Statements.
	2. To declare a fi nal dividend.
	3. (a) To re-elect Jost Massenberg as a director.
	(b) To re-elect Gene M. Murtagh as a director.
	(c) To re-elect Geoff Doherty as a director.
	(d) To re-elect Russell Shiels as a director. or.
	(e) To re-elect Gilbert McCarthy as a director.
	(f) To re-elect Linda Hickey as a director.
	(g) To re-elect Anne Heraty as a director. s d rector.
	(h) To re-elect Éimear Moloney as a director. directo
	(i) To re-elect Paul Murtagh as a director. urtagh
	(j) To elect Senan Murphy as a director. a

	Vote For Against Withheld
4. To authorise the remuneration of the auditors.
Special Business
5. To receive the report of the Remuneration Committee.
6. To increase the limit for non-executive directors' fees.
7. To authorise the directors to allot securities.
8. Dis-application of pre-emption rights.
9. Additional 5% dis-application of pre-emption rights.
10.Purchase of company shares.
11.Re-issue of treasury shares.
12. To approve the convening of certain EGMs on 14 days' notice.

I/we direct my/our proxy to vote on the resolutions proposed at the Meeting as indicated on this form. Where no instruction appears above as to how the proxy should vote the proxy may vote as he or she sees fi t or abstain in relation to any business of the meeting. y/our y or th

/ /

Signature Date ature

In the case of a body corporate, this proxy must be given under its common seal or be signed on its behalf by an attorney or offi cer duly authorised, stating their capacity (e.g. director, secretary).