Keller Group PLC — Proxy Solicitation & Information Statement 2017

Feb 27, 2017

Form of Proxy

For use by Ordinary Shareholders at the Annual General Meeting ('AGM') of Keller Group plc (the 'Company')

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 AGM of the Company to be held at 11.00 am at the offices of DLA Piper UK LLP, 3 Noble Street, London EC2V 7EE on Thursday 11 May 2017 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 overleaf).

Resolutions			For Against Withheld
1	Ordinary Resolution – to receive the Report and Accounts
2	Ordinary Resolution – to approve the Directors' remuneration policy
3	Ordinary Resolution – to approve the Directors' remuneration report
4	Ordinary Resolution – to declare a final dividend of 19.25p per Ordinary Share
5	Ordinary Resolution – to appoint KPMG LLP as Auditors
6	Ordinary Resolution – to authorise the Audit Committee to agree the remuneration of the Auditors
7	Ordinary Resolution – to elect Mr Peter Hill CBE
8	Ordinary Resolution – to elect Dr Venu Raju
9	Ordinary Resolution – to re-elect Mr Chris Girling
10	Ordinary Resolution – to re-elect Mr James Hind
11	Ordinary Resolution – to re-elect Mr Alain Michaelis
12	Ordinary Resolution – to re-elect Ms Nancy Tuor Moore
13	Ordinary Resolution – to re-elect Mr Paul Withers
14	Special Resolution – to adopt new articles of association
	15 Ordinary Resolution – to authorise the Directors to allot securities pursuant to section 551 of the Companies Act 2006
	16 Special Resolution – to disapply pre-emption rights pursuant to section 570 of the Companies Act 2006
	17 Special Resolution – to disapply pre-emption rights pursuant to section 570 of the Companies Act 2006 in limited circumstances
18	Special Resolution – to authorise market purchases of the Company's shares
	19 Ordinary Resolution – to authorise the payment of political donations and political expenditure
	20 Special Resolution – to authorise the calling of 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 AGM. 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. Additional proxy forms may be obtained from the Company's registrars, Equiniti Limited, at Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA 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 must be signed and 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 this requirement will be deemed to authorise your proxy to vote or to abstain from voting at the AGM 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 Meeting.
• (7) The completion and lodging of this form will not preclude you from attending the AGM and speaking and voting in person thereat to the exclusion of any proxy appointed in terms hereof, should you wish to do so.
• (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 6DA so as to arrive no later than 11.00 am on 9 May 2017 (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 should please refer to the notice of AGM for instructions regarding CREST electronic proxy appointment services.