Keller Group PLC — Proxy Solicitation & Information Statement 2013

Jun 12, 2013

Attendance C ard

Notes

1. You are entitled to appoint another person as your proxy to exercise all or any of your rights to attend and to speak and vote at the

Meeting General	meeting as your proxy, A proxy need not be a shareholder of the Company. wish to appoint the Chairman of the meeting. If you 2.
plc, Bank of Investec 2013. offices 28 June at the on held m. a. be 10.00 plc is to at 7QP Group EC2V Keller London of Meeting Street, General m Gresha The 2	meeting, please insert their full name in the space provided. If you sign and return the form wish to appoint a please leave the space provided blank. If you proxy other than the Chairman of the
	entitlement. If you are appointing a proxy other than the Chairman to the name of the proxy the number of shares in relation to which meeting less than your full voting entitlement, please enter in the box next they are authorised to act as your proxy. If you sign and return the may only be appointed in accordance with the procedures wish the proxy to be appointed in relation to form and leave this box blank, your proxy will be deemed to be will be deemed to be your proxy in respect of your full voting authorised to act in respect of your full voting entitlement. with no name in the space provided, the Chairman of the meeting and A proxy of the 3.
	more than one proxy, complete a separate form of The appointment of a proxy (either electronically or by returning a may be obtained by contacting the Company's registrars, Equiniti Monday to Friday (except set out in notes 4 to 16 below and overleaf and the notes to the Additional forms of proxy will not preclude you from meeting. Limited between 8.30am and 5.30pm proxy in relation to each appointment. attending and voting in person at the hard copy completed form of proxy) meeting. When appointing notice of the 4. 5.
	made from may within the UK) photocopy the form of proxy indicating on each copy the name of minute plus network charges. Calls to this will be charged at the applicable Alternatively, you 415 7047 (from outside the UK). Calls to this monitored may apply to calls UK and public holidays) on 0871 384 2264 (from may be recorded and randomly for security and training purposes. Different charges number from outside the UK mobile telephones and calls number cost 8p per international rates. and +44 121
	votes exercisable by you in respect of Ordinary Shares of which you All forms of proxy should be returned together in a the proxy to be appointed and the number of shares in respect of which the proxy is appointed. The total votes cast and in respect may not, in aggregate, exceed the total number of the whereof abstention is recorded by you or your duly appointed are the holder. proxies
at the registration mplete this co please hand it in Meeting, and General where indicated attend the arrive. card you plan to when mission you desk ad If	Companies Act 2006 (the "Act") to appoint a proxy does not apply single envelope. Shareholders can only appoint a proxy using the meeting. The right of a shareholder under section 324 of the procedures set out in these notes and the notes to the notice of to a person nominated to enjoy information rights under section 146 of the Act. the
	meeting, including amendments to the not to vote at all. Your proxy can also do this on any other business wish your vote to be cast. If you fail to select any of the given specified, please indicate with an "X" in the appropriate box how options, your proxy can vote as he or she chooses or can decide way on the resolution want your proxy to vote in a certain resolution and any procedural business. may come before the which If you you 6.
	The "vote withheld" option on this form of proxy is provided to counted in the calculation of the votes "for" and "against" the enable you to instruct your proxy not to vote on the resolution. will not be However, a vote withheld is not a vote in law and resolution. 7.
2013 Date Signature	must be executed authorised officer, attorney or other person authorised to sign. under its common seal or signed on its behalf by its duly In the case of a corporation, this form of proxy 8.

KELLER GROUP PLC FORM OF PROXY GENERAL MEETING

Please read this form of proxy and the notes opposite and overleaf before completing this form.

I/We, ___________________________________________________________________________________________________________

being (a) member(s) of the above named Company, appoint the Chairman of the meeting OR the following person*:

Name of proxy	Number of shares in relation to which the proxy is authorised to act

(*please refer to Explanatory Note 2.)

as my/our proxy to exercise all or any of my/our rights to attend, speak and vote in respect of my/our voting entitlement on my/our behalf at the general meeting of the Company to be held at the offices of Investec Bank plc, 2 Gresham Street, London EC2V 7QP on 28 June 2013 at 10.00 a.m. (London time) and at any adjournment of the meeting.

Please tick here if this proxy appointment is one of multiple appointments being made.

(For the appointment of more than one proxy, please refer to Explanatory Note 5.)

I/We would like my/our proxy to vote on the resolution to be proposed at the meeting as indicated on this form. Unless otherwise instructed, the proxy can vote as he or she chooses or can decide not to vote at all in relation to any business of the meeting.

Ordinary Resolution
---------------------	--	--

That the proposed acquisition of the piling business of North American Energy Partners, Inc. by a newly incorporated wholly-owned subsidiary of the Company be and hereby is approved.

For Against withheld

Vote

Date Signature(s)

(FULL NAME(S) IN BLOCK CAPITALS)

• 1. In the case of joint holders, only one need sign, but the names of all the joint holders must be stated. The vote of the senior joint holder who tenders a vote, whether in person or by proxy, shall be accepted the exclusion of the votes of other joint holders. For this purpose, seniority shall be determined by the order in which the names appear in the register of members in respect of the joint holding.
• 1. To be valid, a form of proxy must be completed, signed and received by post or (during normal business hours only) by hand at the offices of the Company's registrars, Equiniti Limited, Aspect House, Spencer Road, Lancing, West Sussex, BN99 6DA, United Kingdom no later than 10.00 a.m. on 26 June 2013 (or, if the meeting is adjourned, no later than 48 hours before the time of any adjourned meeting, excluding any nonworking days).
• 1. As alternative to completing the hard copy form of proxy, Shareholder may appoint a proxy or proxies electronically by lodging a form of proxy at www.sharevote.co.uk or may wish to take advantage of Equiniti's secure online voting service which is available at www.sharevote.co.uk, where full instructions are given. For an electronic proxy appointment to be valid, the appointment must be received by Equiniti later than 10.00 a.m. on 26 June 2013 (or, if the meeting is adjourned, later than 48 hours before the time of any adjourned meeting, excluding any non-working days). You can submit your proxy electronically at www.sharevote.co.uk using the numbers overleaf. In order register your vote online you will need enter your Shareholder Reference Number, Voting ID and Task ID which are given in this form of proxy. This website can
• 1. CREST members who wish to appoint a proxy or proxies for the meeting (or any adjournment of it) through the CREST electronic proxy appointment service may do so by using the procedures described in the CREST Manual on the Euroclear UK & Ireland ("Euroclear") website (www.euroclear.com/CREST). CREST personal members or other CREST sponsored members, and those CREST members who have appointed (a) voting service provider(s), should refer to their CREST sponsor or voting service provider(s),

only be used for the purpose stated above.

• who will be able to take the appropriate action on their behalf. 13. In order for a proxy appointment or instruction made using the CREST service to be valid, the appropriate CREST message (a CREST Proxy Instruction") must be properly authenticated in accordance with Euroclear's specifications and must contain the information required for such instructions, as described in the CREST Manual. The message, regardless of whether it constitutes the appointment of a proxy or is amendment to the instruction given previously appointed proxy, must, in order to be valid, be transmitted so as to be received by the issuer's agent (ID RA19) no later than 10.00 a.m. 26 June 2013 (or, if the meeting is adjourned, later than 48 hours before the time of any adjourned meeting, excluding any non-working days). For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the message by the CREST Applications Host) from which the Company's registrars are able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. After this time, any change of instructions proxies appointed through CREST should be communicated to the appointee through other
• means. 14. CREST members and, where applicable, their CREST sponsors or voting service provider(s) should note that Euroclear does not make available special procedures in CREST for any particular messages. Normal system timings and limitations will therefore apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member or sponsored member or has appointed voting service provider(s), to procure that his or her CREST sponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In this connection, CREST members and, where applicable, their CREST sponsors or voting service provider(s) are
• referred, in particular, those sections of the CREST Manual concerning practical limitations of the CREST system and timings. 15. The Company may treat CREST Proxy Instruction as invalid in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.
• 1. You may not use any electronic address provided in this form of proxy to communicate
• with the Company for any purposes other than those expressly stated.

BUSINESS REPLY SERVICE Licence No. SEA 10846

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Equiniti Limited Aspect House Spencer Road Lancing BN99 6ZL