Morgan Sindall Group PLC

Proxy Solicitation & Information Statement • Mar 21, 2019

All Correspondence to: Computershare Investor Services PLC The Pavilions, Bridgwater Road, Bristol BS99 6ZY

Form of Proxy - Annual General Meeting to be held on Wednesday 8 May 2019

Cast your Proxy online...It's fast, easy and secure! www.investorcentre.co.uk/eproxy

SRN: Control Number: 915514

PIN:

You will be asked to enter the Control Number, Shareholder Reference Number (SRN) and PIN shown opposite and agree to certain terms and conditions.

View the 2018 Annual Report and AGM Notice of Meeting online at: www.morgansindall.com, under the Investors section

Register at www.investorcentre.co.uk - elect for electronic communications and manage your shareholding online.

To be effective, all proxy appointments must be lodged with the Company's Registrars at: Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZY by Friday 3 May 2019 at 10.00 am.

Explanatory Notes:

• 1. Every holder has the right to appoint some other person(s) of his or her choice, who need not be a shareholder, as his or her proxy to exercise all or any of his or her rights, to attend, speak and vote on his or her behalf at the meeting. If you wish to appoint a person other than the Chairman of the Meeting, please insert the name of your chosen proxy holder in the space provided (see reverse). 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 he or she is authorised to act as your proxy. If returned without an indication as to how the proxy shall vote on any particular matter, the proxy will exercise his or her discretion as to whether, and if so how, he or she votes (or if this Form of Proxy has been issued in respect of a designated account for a shareholder, the proxy will exercise his or her discretion as to whether, and if so how, he or she votes).
• 2. To appoint more than one proxy, an additional Form(s) of Proxy may be obtained by contacting the Registrar's helpline on 0370 707 1695 or you may photocopy this form. Please indicate in the box next to the proxy holder's name (see reverse) the number of shares in relation to which he or she is authorised to act as your proxy. Please also indicate by marking 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.
• 3. 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.

Kindly Note: This form is issued only to the addressee(s) and is specific to the 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 PLC accept no liability for any instruction that does not comply with these conditions.

• 4. Pursuant to Regulation 41 of the Uncertificated Securities Regulations 2001, entitlement to attend and vote at the Meeting and the number of votes which may be cast thereat will be determined by reference to the Register of Members of the Company at close of business on the day which is two days before the day of the meeting (excluding any part of a day that is not a working day). Changes to entries on the Register of Members after that time shall be disregarded in determining the rights of any person to attend and vote at the meeting.
• 5. To appoint one or more proxies or to give an instruction to a proxy (whether previously appointed or otherwise) via the CREST system, CREST messages must be received by the issuer's agent (ID number 3RA50) not later than 10.00 am on Friday 3 May 2019. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp generated by the CREST system) from which the issuer's agent is able to retrieve the message. The Company may treat as invalid a proxy appointment sent by CREST in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.
• 6. The above is how your address appears on the Register of Members. If this information is incorrect please ring the Registrar's helpline on 0370 707 1695 to request a change of address form or go to www.investorcentre.co.uk to use the online Investor Centre service.
• 7. Any alterations made to this form should be initialled.
• 8. The completion and return of this form will not preclude a shareholder from attending the meeting and voting in person.

All Named Holders

Form of Proxy

Please complete this box only if you wish to appoint a third party proxy other than the Chairman. Please leave this box blank if you want to select the Chairman. Do not insert your own name(s).

			*
	I/We hereby appoint the Chairman of the Meeting or the person indicated in the box above as my/our proxy to attend, speak and vote in respect of my/our full voting entitlement* on my/our behalf at the Annual General Meeting of Morgan Sindall Group plc to be held at the offices of Jefferies International Limited, Vintners Place, 68 Upper Thames Street, London, EC4V 3BJ on Wednesday 8 May 2019 at 10.00 am, and at any adjourned meeting.
	* For the appointment of more than one proxy, please refer to Explanatory Note 2 (see front).					Please use a black pen. Mark with an X
	Please mark here to indicate that this proxy appointment is one of multiple appointments being made.			Vote		inside the box as shown in this example.			Vote
	Ordinary Resolutions	For	Against	Withheld			For	Against	Withheld
1.	To receive and accept the Company's audited financial statements, the strategic report and the directors' and auditor's reports for the year ended 31 December 2018.				10. To re-appoint Deloitte LLP as auditor.
2.	That a final dividend of 34 pence per ordinary share be declared for the year ended 31 December 2018.				11. To authorise the directors to determine the auditor's remuneration.
3.	To re-elect Michael Findlay as a director.				12. To authorise the Company and its subsidiaries to make donations to political organisations and incur political expenditure.
4.	To re-elect John Morgan as a director.				13. To authorise the directors to allot shares.
5.	To re-elect Steve Crummett as a director.				Special Resolutions 14. General authority to disapply pre-emption rights.
6.	To re-elect Malcolm Cooper as a director.				15. Specific authority to disapply pre-emption rights in connection with an acquisition or specified capital investment.
7.	To re-elect Tracey Killen as a director.				16. To authorise the Company to purchase its own shares.
8.	To elect David Lowden as a director.				17. To allow meetings of the Company to be called on 14 days' clear notice.
9.	To approve the directors' remuneration report (other than the part containing the directors' remuneration policy) for the year ended

I/We instruct my/our proxy as indicated on this form. Unless otherwise instructed, the proxy may vote as he or she sees fit or abstain in relation to the above resolutions and any other business which may be properly conducted at the meeting.

Signature	Date	In the case of a corporation, this proxy must be given under its
		common seal or be signed on its behalf by an attorney or officer duly authorised, stating their capacity (e.g. director, secretary). The power
		of attorney or authority (if any) should be returned with the form of

31 December 2018.

common seal or be signed on its behalf by an attorney or officer duly authorised, stating their capacity (e.g. director, secretary). The power of attorney or authority (if any) should be returned with the form of proxy.

H 7 6 9 0 7 M S G