Balfour Beatty PLC — Proxy Solicitation & Information Statement 2024

Apr 3, 2024

Form of Proxy Annual General Meeting (AGM) 9 May 2024

Balfour Beatty

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Please read the Notice of AGM and the accompanying notes overleaf carefully before completing this Form of Proxy.

I/We being a member of Balfour Beatty plc hereby appoint the Chair of the AGM, or

No. of ordinary shares over which proxy appointed

as my/our proxy to attend, speak and vote in respect of my/our voting entitlement on my/our behalf at the AGM of Balfour Beatty plc to be held at 10:00am on Thursday 9 May 2024 at The Curve Building, Axis Business Park, Langley, Berkshire SL3 8AG, and at any adjournment thereof. I/We have indicated with an 'X' how I/we wish my/our votes to be cast on the following resolutions.

For the appointment of more than one proxy, please refer to note (ii) overleaf.

Please tick the box opposite if this proxy appointment is one of multiple appointments being made.

Resolutions	Please mark 'X' in the appropriate box to indicate how you wish to vote. For		VULG Against withheld
Ordinary Business
	Resolution 1 To adopt the Directors' report and accounts for the year ended 31 December 2023
	Resolution 2 To approve the Directors' remuneration report for the year ended 31 December 2023
	Resolution 3 To declare a final dividend on the ordinary shares of the Company
Resolution 4	To re-elect Mr C L Allen, Lord Allen of Kensington CBE, as a Director
Resolution 5	To elect Ms G Costigan MBE as a Director		1
Resolution 6	To re-elect Ms A Drinkwater as a Director
Resolution 7	To re-elect Ms L Hardy as a Director
Resolution 8	To re-elect Mr P J Harrison as a Director		1
Resolution 9	To re-elect Mr M A Lucki as a Director
	Resolution 10 To elect R J MacLeod as a Director
	Resolution 11 To re-elect Ms B J Moorhouse as a Director
	Resolution 12 To re-elect Mr L M Quinn as a Director
	Resolution 13 To re-appoint KPMG LLP as auditor
	Resolution 14 To authorise the Directors to determine the remuneration of the auditor
Special Business
	Resolution 15 To authorise the Company and its subsidiaries to incur political expenditure
	Resolution 16 To authorise the Directors to allot shares
	Resolution 17 To authorise the Directors to allot shares for cash on a non-pre-emptive basis*
	Resolution 18 To renew the authority for the Company to purchase its own ordinary shares*
	Resolution 19 To authorise the Company to hold general meetings, other than an Annual General Meeting, on 14 clear days' notice *

* Special resolution.

Your Board recommends that you vote in favour of all of the above resolutions.

Signature

CREST members may use the CREST electronic appoint and/or give instructions to a proxy or proxies following the procedures described in the CREST Manual (available at www.euroclear.com). You may also use this service to submit documents relating to the appointment of a proxy and to revoke the appointment of a proxy. It is possible for your proxy votes online by going to Equiniti's Shareview website, www.shareview.co.uk, and logging in to your Shareview Portfolio. Once you have logged in, simply click "View' on the 'My Investments' page and then click on the ink to vote and follow the on-screen instructions. If you have not yet registered for a Shareview Portfolio, go to www.shareview.co.uk and enter the requested information. It is important that you register for a Shareview Portfolio with enough time to complete the registration and authentication processes.

Notes to the Form of Proxy:

• (i) Every holder of ordinary shares is entitled to appoint as their proxy another person, who need not be a shareholder of the Company, to exercise all or any of their rights to attend, speak and vote at the meeting. Shareholders are permitted to restrict the rights of proxies. If you wish to restrict the rights of your proxy, please cross out either or both of the words 'speak' or 'vote' on the Form of Proxy as you deem appropriate. For convenience, the appointment of the Chair of the AGM has already been included. 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 ordinary 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. Unless you give specific instructions on how to vote on a particular resolution, your proxy may vote as he or she thinks fit.
• (ii) To appoint more than one person as your proxy, you may photocopy the Form of Proxy in relation to each proxy you wish to appoint, provided that each proxy is appointed to exercise the rights attaching to a different share or shares held by you. Each Form of Proxy should clearly indicate the name of the proxy (see reverse) and the number of ordinary shares in relation to which they are authorised to act as your proxy. Please also indicate if the proxy instruction is one of multiple instructions being given. The AGM may be appointed as one of your multiple proxies, provided you follow the instructions set out in this Form of Proxy. All Forms of Proxy must be signed and should be returned together in the same envelope.
• (ii) The "Vote withheld" option is provided to enable you to abstain from voting 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.
• (iv) To be valid, this Form of Proxy must be signed and received by Equiniti no later than 10:00am on Tuesday 7 May 2024. Only the first-named joint holder need sign the Form of Proxy. If the holder is a corporation, the Form of Proxy must show the company's common seal or be signed on its behalf by an attorney or officer stating their capacity (e.g. director or secretary). Any power of attorney or other authority under which this Form of Proxy is signed (or a certified copy of such power or authority) must be included with this Form of Proxy.
• (v) UK shareholders should reply by posting their Form of Proxy to Equiniti in the envelope provided. No stamp is required. Shareholders with addresses outside the UK should reply by posting their Form of Proxy in an envelope to: Equiniti, Aspect House, Spencer Road, Lancing Business Park, Lancing, West Sussex BN99 6DA, UK.
• (vi) Shares held in uncertificated form (i.e. CREST) may be voted through the CREST Proxy Voting Service in accordance with the procedures set out in the CREST Manual and in the Notice of AGM. Shareholders who wish to vote electronically via the internet may do so via www.shareview.co.uk.
• (vii) All enquiries relating to this Form of Proxy should be directed to Equiniti.
  • Telephone: +44 (0) 371 384 2703. Calls are charged at the standard geographic rate and will vary by provider. Calls outside the United Kingdom are charged at the applicable international rate. Lines are open between 8:30am and 5:30pm, Monday to Friday excluding public holidays in England and Wales.
  • Alternatively, you can visit www.shareview.co.uk, through which you will be able to access the full range of online shareholder services, including the ability to: view your holdings and indicative share price and valuation; view movements on your holdings and your dividend payment history; register a dividend mandate to have your dividends paid directly into your bank account; change your registered address; sign up to receive e-communications to access the online proxy voting facility; and download and print shareholder forms.

If you are an institutional investor, you may be able to appoint a proxy electronically via the Proxymity platform, a process which has been agreed by the Company and approved by the Registrar. For further information regarding Proxymity, please go to www.proxymity.io. Your proxy must be lodged by 10:00am on 7 May 2024 in order to be considered valid. Before you can appoint a proxy via this process, you will need to have agreed to Proxymity's associated terms and conditions. It is important that you read these carefully as you will be bound by them and they will govern the electronic appointment of your proxy.

Notice of availability: Notice of AGM

Important - please read carefully.

You can now access the Notice of AGM at www.balfourbeatty.com/investors.