Keller Group PLC — Proxy Solicitation & Information Statement 2011

Mar 28, 2011

FORM OF PROXY

For use by ordinary shareholders at the Annual General Meeting of Keller Group plc

I/We (name in BLOCK CAPITALS)

of (address)

being (a) member(s) of Keller Group plc hereby appoint the Chairman of the Meeting or (see note 1 overleaf)

as my/our proxy to attend and speak for me/us on my/our behalf at the Annual General Meeting of the Company to be held on 17 May 2011 at 11.00 am and at any adjournment or postponement thereof, and to vote for and/or against the resolutions and/or abstain from voting in respect of my/our voting entitlement.

Please tick here if this proxy appointment is one of multiple appointments being made (see note 2).

Resolutions	For	Against	Withheld
1 Ordinary Resolution – to receive the report and accounts
2 Ordinary Resolution – to declare a final dividend of 15.2p per ordinary share
3 Ordinary Resolution – to approve the Directors' remuneration report
4 Ordinary Resolution – to re-elect Mr Justin Atkinson
5 Ordinary Resolution – to re-elect Mr Gerry Brown
6 Ordinary Resolution – to elect Ms Ruth Cairnie
7 Ordinary Resolution – to elect Mr Chris Girling
8 Ordinary Resolution – to re-appoint KPMG Audit Plc and authority to set their remuneration
9 Ordinary Resolution – authority to allot shares
10 Special Resolution – subject to resolution 9 above, authority to disapply pre-emption rights
11 Special Resolution – authority to buy back shares
12 Special Resolution – authority to call a general meeting on 14 days' notice

Notes:

• (1) If you wish to appoint a proxy other than the Chairman of the Meeting, please insert their full name in the space provided and delete the words "the Chairman of the Meeting or". Please initial any such alteration. If you sign and return the form with no name in the space provided, the Chairman of the Meeting will be deemed to be your proxy. If you wish a proxy to make any comments on your behalf, you will need to appoint someone other than the Chairman and give them the relevant instructions directly.
• (2) You are entitled to appoint one or more proxies (who need not be an ordinary shareholder of the Company) to attend, speak and vote in your place at the Annual General Meeting. If you appoint more than one proxy, each proxy must be appointed to exercise the rights attached to a different share or shares held by you. To appoint more than one proxy you will need to complete a separate proxy form for each proxy. Copies of additional proxy forms can be obtained from the Company's registrars, Equiniti Limited, at Aspect House, Spencer Road, Lancing, West Sussex, BN99 6ZL or you may photocopy the form of proxy indicating on each copy the name of the proxy you wish to appoint and (in the box next to the proxy holder's name) the number of shares in respect of which the proxy is appointed. The total votes cast and in respect whereof abstention is recorded by you or your duly appointed proxies may not, in aggregate, exceed the total number of the votes exercisable by you in respect of ordinary shares in the Company of which you are the holder. All forms of proxy should be returned together in the same envelope.
• (3) Your instructions to your proxy must be indicated in the appropriate space provided by an "x". Failure to comply with the above will be deemed to authorise your proxy to vote or to abstain from voting at the Annual General Meeting as your proxy deems fit in respect of all the votes exercisable by such proxy. Your proxy can also do this on any other business which may come before the meeting, including amendments to resolutions and any procedural business.
• (4) The "withheld" option on this form of proxy is provided to enable you to instruct your proxy not to vote on any particular resolution. However, a vote withheld is not a vote in law and will not be counted in the calculation of the votes "for" or "against" a resolution.
• (5) An alteration or correction made in the form of proxy must be initialled by the signatory/ies.
• (6) Documentary evidence establishing the authority of a person signing this form of proxy in a representative capacity, such as a power of attorney, must be attached to this form unless previously recorded by the registrars of the Company or waived by the Chairman of the Annual General Meeting.
• (7) The completion and lodging of this form will not preclude you from attending the Annual General Meeting and speaking and voting in person thereat to the exclusion of any proxy appointed in terms hereof, should you wish to do so. If you do attend the meeting in person, your proxy appointments will be automatically terminated.
• (8) To be valid this form of proxy must be completed, signed and sent, together with documentary evidence of any power of attorney or other authority under which it is signed, to the Company's registrars, Equiniti Limited, at Aspect House, Spencer Road, Lancing, West Sussex, BN99 6ZL so as to arrive no later than 11.00 am on 13 May 2011 (or, in the event that the meeting is adjourned, no later than two working days before the time of any adjourned meeting).
• (9) CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so by using the procedures described in the CREST Manual on the Euroclear website (www.euroclear.com/CREST). In order for a proxy appointment or instruction made using the CREST service to be valid, the appropriate CREST message, regardless of whether it constitutes the appointment of a proxy or an amendment to the instruction given to a previously appointed proxy, must be transmitted so as to be received by the issuer's agent ID RA19 by no later than 11.00 am on 13 May 2011. Please refer to the notes to the notice of meeting for further information on proxy appointments through CREST.