Keller Group PLC — AGM Information 2011

May 17, 2011

Keller Group plc Company No 2442580

RESOLUTIONS

At the Annual General Meeting of the members of the Company held at the offices of RBS Hoare Govett Limited, 250 Bishopsgate, London, EC2M 4AAon Tuesday 17th May 2011

The following Resolutions were duly passed as Ordinary Resolutions:

• To receive the Company's annual accounts for the year ended 31 December $1.$ 2010, together with the reports of the directors of the Company (the 'Directors') and the auditors thereon.
• To declare a final dividend of 15.2p per ordinary share, such dividend to be $\overline{2}$ . paid on 27 May 2011 to members on the register at the close of business on 6 May 2011.
• To approve the report on Directors' remuneration for the year ended 31 $3.$ December 2010.
• $4.$ To re-elect as a Director Mr Justin Atkinson, who retires by rotation.
• To re-elect as a Director Mr Gerry Brown, who retires by rotation. $5.$
• To elect as a Director Ms Ruth Cairnie, who has been appointed since the last 6. Annual General Meeting.
• To elect as a Director Mr Chris Girling, who has been appointed since the last 7. Annual General Meeting.
• To re-appoint KPMG Audit Plc as auditors of the Company and to authorise 8. the Directors to fix their remuneration.
• THAT the Directors be and are hereby generally and unconditionally 9. authorised in accordance with section 551 of the Companies Act 2006 (the 'Act') to exercise all the powers of the Company to allot Relevant Securities:

$(i)$ comprising equity securities (as defined in section $560(1)$ of the Act) up to an aggregate nominal amount of £4,431,549 (such amount to be reduced by the aggregate nominal amount of Relevant Securities allotted pursuant to paragraph (ii) of this resolution) in connection with a rights issue (as defined in the Listing Rules published by the Financial Services Authority):

• to holders of Ordinary Shares in the capital of the $(a)$ Company in proportion (as nearly as practicable) to the respective numbers of Ordinary Shares held by them; and
• $(b)$ to holders of other equity securities in the capital of the Company, as required by the rights of those securities or, subject to such rights, as the Directors otherwise consider necessary,

but subject to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to treasury shares, fractional entitlements, record dates or any legal or practical problems under the laws of any territory or the requirements of any regulatory body or stock exchange; and

otherwise than pursuant to paragraph (i) of this resolution, up to an $(ii)$ aggregate nominal amount of £2,215,774 (such amount to be reduced by the aggregate nominal amount of Relevant Securities allotted pursuant to paragraph (i) of this resolution in excess of $£2,215,774$ , provided that (unless previously revoked, varied or renewed) these authorities shall expire at the conclusion of the next Annual General Meeting of the Company after the passing of this resolution or on 17 August 2012 (whichever is the earlier), save that, in each case, the Company shall be entitled to make any offer or agreement before the expiry of the authority which would or might require Relevant Securities to be allotted after such expiry and the Directors shall be entitled to allot Relevant Securities pursuant to any such offer or agreement as if the authority had not expired.

In this resolution, 'Relevant Securities' means shares in the Company or rights to subscribe for or to convert any security into shares in the Company; a reference to the allotment of Relevant Securities includes the grant of such a right; and a reference to the nominal amount of a Relevant Security which is a right to subscribe for or to convert any security into shares in the Company is to the nominal amount of the shares which may be allotted pursuant to that right.

All previous authorisations given by the Company in General Meeting or otherwise pursuant to section 551 of the Act are hereby revoked to the extent not previously exercised.

And the following Resolutions were duly passed as Special Resolutions:

• 1. THAT, subject to the passing of resolution 9 above, the Directors be and are hereby generally empowered pursuant to section 570 and section 573 of the Act to allot equity securities (within the meaning of section 560 of the Act) for cash and to sell Ordinary Shares held by the Company as treasury shares for cash pursuant to the authorities conferred by resolution 9 as if section 561(1) of the Act did not apply to any such allotment or sale, provided that this power shall be limited to:
• in respect of the authority conferred by resolution 9(i), the allotment of $(i)$ equity securities or sale of treasury shares in connection with a rights issue (as defined in the Listing Rules published by the Financial Services Authority):
  • to holders of Ordinary Shares in the capital of the $(a)$ Company in proportion (as nearly as practicable) to the respective numbers of Ordinary Shares held by them; and
  • to holders of other equity securities in the capital of the $(b)$ Company, as required by the rights of those securities or, subject to such rights, as the Directors otherwise consider necessary,

but subject to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to treasury shares, fractional entitlements, record dates or any legal or practical problems under the laws of any territory or the requirements of any regulatory body or stock exchange; and

the allotment of equity securities (whether by way of a rights issue, $(ii)$ open offer or otherwise) or sale of treasury shares pursuant to the authority granted by paragraph (ii) of resolution 9 (in each case, otherwise than pursuant to paragraph (i) of this resolution) up to an aggregate nominal amount of £332,366;

and (unless previously revoked, varied or renewed) this authority shall expire at the conclusion of the next Annual General Meeting of the Company after the passing of this resolution or on 17 August 2012 (whichever is the earlier), save that the Company may, before such expiry, make an offer or agreement which would or might require equity securities to be allotted (or treasury shares to be sold) for cash after such expiry and the Directors may allot equity securities or sell treasury shares for cash pursuant to any such offer or agreement as if the power conferred hereby had not expired.

All previous authorisations given by the Company in General Meeting or otherwise pursuant to section 570 and 573 of the Act are hereby revoked to the extent not previously exercised.

• $11.$ THAT, pursuant to section 701 of the Act, the Company be and is hereby granted general and unconditional authority to make market purchases (within the meaning of Section 693(4) of the Act) of up to in aggregate $6,647,323$ of its own Ordinary Shares of 10p each in the capital of the Company ('Ordinary Shares') (representing 10% of the Company's issued Ordinary Share capital at the date of this notice) provided that:
• the maximum price which may be paid for an Ordinary Share is the $(i)$ higher of: (a) an amount equal to not more than 5% above the average of the middle market quotations for the Ordinary Shares taken from the London Stock Exchange Daily Official List for the five business days immediately preceding the day on which the purchase is made (exclusive of expenses payable by the Company); and (b) an amount equal to the higher of the price of the last independent trade of an Ordinary Share and the highest current independent bid for an Ordinary Share on the trading venue where the purchase is carried out;
• the minimum price (exclusive of expenses) which may be paid for an $(ii)$ Ordinary Share is 10p.

and (unless previously revoked, varied or renewed) the authority conferred by this resolution shall expire at the conclusion of the next Annual General Meeting of the Company after the passing of this resolution, except that the Company may, before such expiry, enter into a contract for the purchase of its own shares under which such purchase would or may require to be completed or executed wholly or partly after the expiration of this authority and may make a purchase of Ordinary Shares pursuant to any such contract as if the said authority had not expired.

THAT a General Meeting of the Company (other than an Annual General $12.$ Meeting) may be called on not less than 14 days' notice.

Certified to be a true copy

Mumm

J F Holman Company Secretary